Common use of Appraisal and Dissenters’ Rights Clause in Contracts

Appraisal and Dissenters’ Rights. (a) Notwithstanding anything to the contrary contained in this Agreement, and to the extent available under the DGCL, shares of Company Capital Stock that are outstanding immediately prior to the Effective Time and that are held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and any such Company Stockholder shall have no right to receive, any portion of the Aggregate Stock Consideration unless and until such Company Stockholder fails to perfect or withdraws or otherwise loses its right to appraisal and payment under the DGCL. Any Company Stockholder who fails to perfect or who effectively withdraws or otherwise loses its rights to appraisal of such shares of Company Capital Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable portion of the Aggregate Stock Consideration, without any interest thereon, upon surrender, in the manner provided in this Article II, of the Certificates that formerly evidenced such shares of Company Capital Stock.

Appraisal and Dissenters’ Rights. (a) Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreement, and to the extent available under the DGCL, shares of Company Capital Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights for such Company Capital Common Stock in accordance with Section 262 of the DGCL DGCL, and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights appraisal rights, shall not be converted into, and any such Company Stockholder stockholders shall have no right to receive, any portion of the Aggregate Stock applicable Per Share Merger Consideration unless and until such Company Stockholder stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the Company Stockholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Capital Common Stock under Section 262 of the DGCL DGCL, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable portion of the Aggregate Stock Per Share Merger Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in this Article IISection 3.02(b), of the Certificate or Certificates that formerly evidenced such shares of Company Capital Common Stock.

Appraisal and Dissenters’ Rights. (a) Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreement, and to the extent available under the DGCL, shares of Company Capital Stock that are outstanding immediately prior to the Effective Time and that are held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and any such Company Stockholder shall have no right to receive, any Stockholder Merger Consideration (or any portion of the Aggregate Stock Consideration Stockholder Merger Consideration) unless and until such Company Stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any Company Stockholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Capital Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable portion of the Aggregate Stock Stockholder Merger Consideration, without any interest thereon, upon surrender, in the manner provided in this Article II, of the Company Certificate or Company Certificates that formerly evidenced such shares of Company Capital Stock.. 31

Appraisal and Dissenters’ Rights. (a) Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreement, and to the extent available under the DGCL, shares of Company Capital Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights for such Company Capital Common Stock in accordance with Section 262 of the DGCL DGCL, and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights appraisal rights, shall not be converted into, and any such Company Stockholder stockholders shall have no right to receive, any portion of the Aggregate Stock applicable Per Share Consideration unless and until such Company Stockholder stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the Company Stockholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Capital Common Stock under Section 262 of the DGCL DGCL, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable portion of the Aggregate Stock Per Share Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in this Article IISection 3.02(b), of the Certificate or Certificates that formerly evidenced such shares of Company Capital Common Stock.

Appraisal and Dissenters’ Rights. (a) Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreement, and to the extent available under the DGCL, shares of Company Capital Common Stock that are outstanding immediately prior to the Acquisition Merger Effective Time and that are held by stockholders of the Company Stockholders who shall have neither voted in favor of the Merger Mergers nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights for such Company Capital Common Stock in accordance with Section 262 of the DGCL DGCL, and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights appraisal rights, shall not be converted into, and any such Company Stockholder stockholders shall have no right to receive, any portion of the Aggregate Stock applicable Per Share Consideration unless and until such Company Stockholder stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the Company Stockholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Capital Common Stock under Section 262 of the DGCL DGCL, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Acquisition Merger Effective Time, the right to receive the applicable portion of the Aggregate Stock Per Share Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in this Article IISection 3.02(c), of the Certificate or Certificates that formerly evidenced such shares of Company Capital Common Stock.

Appraisal and Dissenters’ Rights. (a) Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreement, and to the extent available under the DGCLDGCL or, to the extent applicable, the CCC, shares of Company Capital Common Stock and Company Founders Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights for such Company Capital Common Stock and Company Founders Stock in accordance with Section 262 of the DGCL DGCL, or to the extent applicable, Chapter 13 of the CCC, and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of appraisal rights or, to the extent applicable, complied with all of the provisions of the CCC relevant to the exercise and perfection of dissenters’ rights rights, shall not be converted into, and any such Company Stockholder stockholders shall have no right to receive, any portion of the Aggregate Stock applicable Per Share Merger Consideration unless and until such Company Stockholder stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL, or to the extent applicable, right to dissenters’ rights under the CCC. Any stockholder of the Company Stockholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Capital Common Stock and Company Founders Stock under Section 262 of the DGCL DGCL, or to the extent applicable, dissenters’ rights pursuant to Chapter 13 of the CCC, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable portion of the Aggregate Stock Per Share Merger Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in this Article IISection 3.02(b), of the Certificate or Certificates that formerly evidenced such shares of Company Capital StockCommon Stock or Company Founders Stock (as the case may be).

Appraisal and Dissenters’ Rights. (a) Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreement, and to the extent available under the DGCLDGCL and/or any other applicable Laws, shares of Company Capital Common Stock that are outstanding immediately prior to the Acquisition Merger Effective Time and that are held by stockholders of the Company Stockholders who shall have neither voted in favor of the Merger Steps nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights for such Company Capital Common Stock in accordance with Section 262 of the DGCL and/or any other applicable Laws, and otherwise complied with all of the provisions of the DGCL and/or any other applicable Laws relevant to the exercise and perfection of dissenters’ rights appraisal rights, shall not be converted into, and any such Company Stockholder stockholders shall have no right to receive, any portion of the Aggregate Stock applicable Per Share Consideration unless and until such Company Stockholder stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCLDGCL and any other applicable Laws. Any stockholder of the Company Stockholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Capital Common Stock under Section 262 of the DGCL and any other applicable Laws, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Acquisition Merger Effective Time, the right to receive the applicable portion of the Aggregate Stock Per Share Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in this Article IISection 3.02(b), of the Certificate or Certificates that formerly evidenced such shares of Company Capital Common Stock.. 30

Appraisal and Dissenters’ Rights. (a) Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreement, and to the extent available under the DGCLDGCL or, to the extent applicable, the CCC, shares of Company Capital Stock that are outstanding immediately prior to the Effective Time and that are held by shareholders of the Company Stockholders who shall have neither voted in favor of the Merger Mergers nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights for such Company Capital Common Stock in accordance with Section 262 of the DGCL or, to the extent applicable, Chapter 13 of the CCC, and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of appraisal rights or, to the extent applicable, complied with all of the provisions of the CCC relevant to the exercise and perfection of dissenters’ rights rights, shall not be converted into, and any such Company Stockholder shareholders shall have no right to receive, any portion of the Aggregate Stock applicable Per Share Merger Consideration unless and until such Company Stockholder stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL, or to the extent applicable, right to dissenters’ rights under the CCC. Any stockholder of the Company Stockholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Capital Stock under Section 262 of the DGCL DGCL, or to the extent applicable, dissenters’ rights pursuant to Chapter 13 of the CCC (or other applicable Law), shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable portion of the Aggregate Stock Per Share Merger Consideration, without any interest thereon, upon surrender, thereon in the manner provided in accordance with this Article II, of the Certificates that formerly evidenced such shares of Company Capital StockAgreement.

Appraisal and Dissenters’ Rights. (a) Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreement, and to the extent available under the DGCL, shares of Company Capital Stock that are outstanding immediately prior to the Effective Time and that are held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Capital Stock in accordance with Section 262 of the DGCL and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights shall not be converted into, and any such Company Stockholder shall have no right to receive, any Stockholder Merger Consideration (or any portion of the Aggregate Stock Consideration Stockholder Merger Consideration) unless and until such Company Stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any Company Stockholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Capital Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable portion of the Aggregate Stock Stockholder Merger Consideration, without any interest thereon, upon surrender, in the manner provided in this Article II, of the Company Certificate or Company Certificates that formerly evidenced such shares of Company Capital Stock.

Appraisal and Dissenters’ Rights. (a) Notwithstanding anything any provision of this Agreement to the contrary contained in this Agreement, and to the extent available under the DGCL, shares of Company Capital Common Stock that are outstanding immediately prior to the Acquisition Merger Effective Time and that are held by stockholders of the Company Stockholders who shall have neither voted in favor of the Merger Mergers nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights for such Company Capital Common Stock in accordance with Section 262 of the DGCL DGCL, and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights appraisal rights, shall not be converted into, and any such Company Stockholder stockholders shall have no right to receive, any portion of the Aggregate Stock applicable Per Share Consideration unless and until such Company Stockholder stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the Company Stockholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Capital Common Stock under Section 262 of the DGCL DGCL, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Acquisition Merger Effective Time, the right to receive the applicable portion of the Aggregate Stock Per Share Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in this Article IISection 3.02(b), of the Certificate or Certificates that formerly evidenced such shares of Company Capital Common Stock.