In Halpin v. Riverstone National, Inc., the Delaware Court of Chancery examined the language of a stockholders’ agreement to determine whether Riverstone had properly exercised its contractual drag-along right and triggered a waiver by minority common stockholders of the statutory right to appraisal of their shares. The court held that the express language of the stockholders’ agreement limited the exercise of the company’s drag-along right to a vote in favor of a merger that had been proposed (i.e. was prospective only) but did not apply when minority stockholders were asked to consent to the merger after the fact once the merger had already taken place.