Dissenter Rights Information from MNPI tender offer:
< SECTION 2.4. Dissenting Shares. Notwithstanding Section 2.2, Shares
which are held of record by stockholders who shall not have voted such Shares
in favor of the Merger, if applicable, and who shall have properly exercised
rights to demand payment of the fair value of such Shares in accordance with
Sections 86 through 98, inclusive, of the MBCL shall not be converted into the
right to receive the Merger Consideration, but the holders thereof instead
shall be entitled to payment of the fair value of such Shares in accordance
with the provisions of Sections 86 to 92, inclusive, of the MBCL, provided,
however, that (i) if such a holder fails to file a notice of election to
dissent in accordance with Section 86 of the MBCL or, after filing such notice
of election, subsequently delivers an effective written withdrawal of such
notice or fails to establish his entitlement to appraisal rights as provided
in Sections 87 through 98, inclusive, of the MBCL, or (ii) if such holder
shall otherwise lose his appraisal rights, then in either of such cases such
Shares shall be treated as if they had been converted as of the Effective Time
into a right to receive the Merger Consideration. The Company shall give
Buyer prompt notice of any demands received by the Company for the payment of
fair value for Shares, and Buyer shall have the right to participate in all
negotiations and proceedings with respect to such demands. The Company shall
not, except with the prior written consent of Buyer, make any payment with
respect to, or settle or offer to settle, any such demands.> |
