Dissenter Shares Sample Clauses

Dissenter Shares. Stockholders holding not more than 10.0% of the outstanding Company Common Stock (on an as-converted basis) shall have demanded in writing, or continue to have contingent rights to demand, appraisal for their Company Capital Stock, and has not failed to perfect or otherwise lose appraisal rights, in accordance with Section 262 of the DGCL.

Dissenter Shares. Company Stockholders holding more than 4% of the Company Capital Stock shall not have demanded in writing appraisal for his, her or its Company Capital Stock in accordance with Chapter 13 of the CCC and the time within which to make any such demand in accordance with Chapter 13 of the CCC shall have passed;

Dissenter Shares. Notwithstanding anything in this Agreement to the contrary, if any Dissenting Shareholder shall demand to be paid the “fair market value” of its Dissenter Shares, as provided in Chapter 13 of the CCC, such Dissenter Shares shall not be converted into or exchangeable for the right to receive the Merger Consideration (except as provided in this Section 1.8) and shall entitle such Dissenting Shareholder only to payment of the fair market value of such Dissenter Shares, in accordance with Chapter 13 of the CCC, unless and until such Dissenting Shareholder withdraws (in accordance with Chapter 13 of the CCC) or effectively loses the right to dissent. The Company shall not, except with the prior written consent of Parent, voluntarily make (or cause or permit to be made on its behalf) any payment with respect to, or settle or offer to settle, any such demand for payment of fair market value of Dissenter Shares prior to the Effective Time. The Company shall give Parent prompt notice of any such demands prior to the Effective Time and Parent shall have the right to participate in and control all negotiations and proceedings with respect to any such demands. If any Dissenting Shareholder shall have effectively withdrawn (in accordance with Chapter 13 of the CCC) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the Dissenter Shares held by such Dissenting Shareholder shall be cancelled and converted into and represent the right to receive the Merger Consideration pursuant to Section 1.8.

Dissenter Shares. Notwithstanding anything in this Agreement to the contrary, if any Dissenting Stockholder shall demand to be paid the “fair value” of its Dissenter Shares, as provided in Section 262 of the DGCL, such Dissenter Shares shall not be converted into or exchangeable for the right to receive the Merger Consideration (except as provided in this Section 2.8) and shall entitle such Dissenting Stockholder only to payment of the fair value of such Dissenter Shares, in accordance with Section 262 of the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262 of the DGCL) or effectively loses the right to dissent. The Company shall not, except with the prior written consent of Parent, voluntarily make (or cause or permit to be made on its behalf) any payment with respect to, or settle or offer to settle, any such demand for payment of fair value of Dissenter Shares prior to the Effective Time. Any payments required to be made with respect to the Dissenting Shares shall be made by the Surviving Corporation or its designee, and the Aggregate Consideration shall be reduced, on a dollar for dollar basis, as if the holder of such Dissenting Shares had not been a Company Common Stockholder on the Closing Date and such Dissenting Shares were not outstanding on the Closing Date. The Company shall give Parent prompt notice of any such demands prior to the Effective Time and Parent shall have the right to participate in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262 of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the Dissenter Shares held by such Dissenting Stockholder shall be cancelled and retired, shall cease to exist, and shall be converted into and represent the right to receive the Merger Consideration pursuant to Section 2.8. From and after the Effective Time, a holder of Dissenting Shares shall not be entitled to exercise any of the voting rights or other rights or claims of an equity owner of the Surviving Corporation.

Dissenter Shares. As of the Closing Date, the holders of no more than 10% of the Clover Common Stock (including, for the avoidance of doubt, holders of Clover Preferred Stock whose shares convert to Clover Common Stock at the Effective Time) that is issued and outstanding shall have taken the actions required under the SCBCA to qualify their Clover Common Stock as Dissenter Shares.

Dissenter Shares. (a) Notwithstanding anything to the contrary contained in this Agreement, any shares of capital stock of ▇▇▇▇▇ that, as of the Effective Time, are or may become "dissenter shares" within the meaning of Section 92A.300 et. seq. of the Nevada Revised Statutes shall not be converted into or represent the right to receive Purchaser Capital Stock in accordance with Section 1.5, and the holder or holders of such shares shall be entitled only to such rights as may be granted to such holder or holders in Section 92A.300 et. seq. of the Nevada Revised Statutes; PROVIDED, HOWEVER, that if the status of any such shares as "dissenter shares" shall not be perfected, or if any such shares shall lose their status as "dissenter shares," then, as of the later of the Effective Time or the time of the failure to perfect such status or the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate or certificates representing such shares) Purchaser Capital Stock in accordance with Sections 1.5 and 1.7. (b) ▇▇▇▇▇ shall give Purchaser (i) notice within two business days of any written demand received by ▇▇▇▇▇ prior to the Effective Time to require the Surviving Corporation to purchase shares of capital stock of ▇▇▇▇▇ pursuant to Section 92A.440 of the Nevada Revised Statutes and of any other demand, notice or instrument delivered to ▇▇▇▇▇ prior to the Effective Time pursuant to the Nevada Revised Statutes in connection with the Merger and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such demand, notice or instrument. Except to the extent required by law, ▇▇▇▇▇ shall not make any payment or settlement offer prior to the Effective Time with respect to any such demand unless Purchaser shall have consented in writing to such payment or settlement offer.

Dissenter Shares. Any holder of Seller Common Stock who perfects such holder’s dissenters’ rights in accordance with and as contemplated by Section 3706(b) of the MBC shall be entitled to dissent from the Merger and obtain payment in cash of the fair value of such shares of Seller Common Stock; provided, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with all applicable provisions of the MBC, and surrendered to the Surviving Entity the Certificate or Certificates representing the shares for which payment is being made. Any holder of Seller Common Stock who objects to the Merger and desires to receive payment for his or her Seller Common Stock must either vote against the Merger or deliver notice in writing to Seller at or prior to the Seller Shareholders’ meeting that such shareholder dissents from the Merger shall be entitled to receive in cash from the Surviving Entity the fair value of such shares of Seller Common Stock, if and when the Merger is consummated, upon written request made to the Surviving Entity at any time within thirty (30) days after the Effective Time, accompanied by the surrender of the Certificate or Certificates representing the shares for which payment is being made, in accordance with the MBC. In the event that, after the Effective Time, a dissenting shareholder of Seller fails to perfect, or effectively withdraws or loses such holder’s right to appraisal of and payment for such holder’s Dissenter Shares, Acquiror shall deliver to such holder the Per Share Merger Consideration (without interest) in respect of such shares upon surrender by such holder of the Certificate or Certificates representing such shares of Seller Common Stock held by such holder.

Dissenter Shares. 5 Section 1.11 Adjustments to Prevent Dilution.......................... 5

Dissenter Shares. Each Stockholder (other than ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇) hereby covenants and agrees with and for the benefit of FSAC that he, she or it will not, directly or indirectly, solicit, facilitate or encourage the assertion or exercise in connection with the Merger, by any other holder of EBIC Common Stock, of such other holder's right to an appraisal under Section 262 of the Delaware General Corporation Law of the fair value of such holder's shares of EBIC Common Stock.