Common use of Company Dissenting Shares Clause in Contracts

Company Dissenting Shares. (a) Notwithstanding any provisions of this Agreement to the contrary, shares of Company Capital Stock held by a holder who has made a demand for appraisal of such shares in accordance with Section 262 of the DGCL and shares of Company Capital Stock that, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares) shall not be converted into or represent the right to receive the consideration payable in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.9(c)), but shall be entitled only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 of the CGCL. Parent shall be entitled to retain any such consideration not paid on account of such Company Dissenting Shares pending resolution of the claims of such holders, and the remaining holders of Company Capital Stock shall not be entitled to any portion thereof.

Company Dissenting Shares. (a) Notwithstanding any provisions of anything in this Agreement to the contrary, shares of Company Capital Common Stock held by a holder who has made a demand which were outstanding on the date for appraisal the determination of shareholders entitled to vote on the Reorganization Merger and which were not voted in favor of or were voted against the Reorganization Merger and the holders of which have demanded that the Company purchase such shares at their fair market value in accordance with Section 262 of the DGCL and shares of Company Capital Stock that, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) 1301 of the California Corporations Code (any GCL and have submitted such shares being referred for endorsement in accordance with Section 1302 of the California GCL and have not otherwise failed to as “perfect or shall not have effectively withdrawn or lost their rights to purchase for cash under the California GCL (the "Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares") shall not be converted into or represent the right to receive Reorganization Merger Consideration, but, instead, the consideration payable in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.9(c)), but shall be entitled only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 of the CGCL. Parent holders thereof shall be entitled to retain any such consideration not paid on account have their shares purchased by the Company for cash at the fair market value of such Company Dissenting Shares pending resolution as agreed upon or determined in accordance with the provisions of Section 1300 et seq. of the claims of California GCL; provided, however, that if any such holdersholder shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the remaining holders California GCL, such holder's shares of Company Capital Common Stock shall not thereupon be entitled deemed to have been converted, at the Effective Time of the Reorganization Merger, into the Reorganization Merger Consideration set forth in Section 2.1 of this Agreement, without any portion thereofinterest thereon.

Company Dissenting Shares. (a) Notwithstanding any provisions provision of this Agreement to the contrary, shares of Company Capital Class A Common Stock that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has made a demand shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for appraisal of such shares in accordance with Section 262 of the DGCL and Delaware Law (collectively, the “Company Dissenting Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Capital Class A Common Stock thatheld by them in accordance with the provisions of Section 262 of the Delaware Law, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares under Section 262 of the Delaware Law shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares) shall not be converted into or represent the right to receive the consideration payable Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates formerly representing shares of Class A Common Stock in accordance with Section 1.5(a) (or cash 1.13 or, in lieu the case of fractional holders of book-entry shares of Class A Common Stock, upon compliance with the letter of transmittal sent to them in accordance with Section 1.9(c)), but shall be entitled only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 of the CGCL. Parent shall be entitled to retain any such consideration not paid on account of such Company Dissenting Shares pending resolution of the claims of such holders, and the remaining holders of Company Capital Stock shall not be entitled to any portion thereof1.13.