Common use of Dissenters’ Shares Clause in Contracts

Dissenters’ Shares. Notwithstanding anything in this Agreement to the contrary, Dissenters’ Shares shall not be converted into the right to receive Merger Consideration as provided in Section 3.01(c), but rather the holders of Dissenters’ Shares shall be entitled to payment of the fair value of such Dissenters’ Shares in accordance with Section 262 of the DGCL; provided, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair value under Section 262 of the DGCL, then the right of such holder to be paid the fair value of such holder’s Dissenters’ Shares shall cease and such Dissenters’ Shares shall be treated as if they had been converted as of the Effective Time into the Merger Consideration as provided in Section 3.01(c). The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of any such demands and any other documents received in connection with any assertion of rights to payment of fair value under Section 262 of the DGCL, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Dissenters’ Shares. Notwithstanding anything Shares of Company Common Stock that have not been ------------------ voted for adoption of the Merger and with respect to which appraisal rights shall have been properly exercised and perfected in this Agreement to accordance with the contrary, CGCL ("Dissenters’ Shares ' Shares") shall not be converted into the right to receive Merger Consideration Parent Common Shares as provided set forth in this Section 3.01(c)2.1 on or after the Effective Time, but rather the holders of Dissenters’ Shares shall be entitled to payment receive from Parent such consideration as is determined to be due with respect to such Dissenters' Shares pursuant to the relevant provisions of the fair value of such Dissenters’ Shares in accordance with Section 262 of the DGCL; provided, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair value under Section 262 of the DGCL, then the right of such holder to be paid the fair value of such holder’s Dissenters’ Shares shall cease and such Dissenters’ Shares shall be treated as if they had been converted as of the Effective Time into the Merger Consideration as provided in Section 3.01(c)CGCL. The Company shall provide give Parent (i) prompt notice to Parent of any written demands for appraisals, withdrawals or demands for appraisal and any other instruments in respect thereof received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of any such demands and any other documents received in connection with any assertion of rights (ii) the opportunity to payment of fair value under Section 262 of the DGCL, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal. The Company shall will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, settle any such demands, or agree . Parent will pay all sums due to do any holders of the foregoingDissenters' Shares.