Common use of Dissenting Company Shares Clause in Contracts

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all Shares that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who have properly and validly exercised and perfected their statutory rights of appraisal in respect of such Shares in accordance with Subchapter H, Chapter 10 of the TBOC (the “Dissenting Shareholder Statute” and any such Shares meeting the requirement of this sentence, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.10. Such Company Stockholders shall be entitled to receive payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute (it being understood that at the Effective Time, such Dissenting Company Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Company Stockholder shall cease to have any voting or other rights with respect thereto other than the right to receive the payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute); provided, however, that if any such Company Stockholder fails to perfect or effectively withdraws or loses the right to appraisal of such Dissenting Company Shares pursuant to the Dissenting Shareholder Statute, then the right of such holder to any such payment shall cease and such Dissenting Company Shares shall be deemed to have been converted into, and to have become cancelled and exchanged solely for, as of the Effective Time, the right to receive the Per Share Price, without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such Shares in the manner provided in Section 2.12.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all Shares shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholders Stockholder who have has (A) neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto in writing and (B) properly and validly exercised and perfected their statutory rights of demanded appraisal in respect of such Shares shares of Company Common Stock pursuant to, and in accordance with Subchapter Hwith, Chapter 10 Section 262 of the TBOC DGCL (such shares being referred to collectively as the “Dissenting Shareholder Statute” and any such Shares meeting the requirement of this sentence, “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.102.7 but instead will be entitled only to such rights as are granted by Section 262 of the DGCL. Such Company Stockholders shall Stockholder will be entitled to receive payment of the appraised value of such amounts as are payable Dissenting Company Shares in accordance with the Dissenting Shareholder Statute (it being understood that at provisions of Section 262 of the DGCL. However, if, after the Effective Time, such Dissenting Company Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Company Stockholder shall cease to have any voting or other rights with respect thereto other than the right to receive the payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute); provided, however, that if any such Company Stockholder fails to perfect or perfect, effectively withdraws or waives, or otherwise loses the such holder’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the Dissenting Shareholder Statute, then the right DGCL or a court of competent jurisdiction determines that such holder is not entitled to any the relief provided by Section 262 of the DGCL, such payment shall cease and such Dissenting shares of Company Shares shall Common Stock will be deemed to have been converted into, and to have become cancelled and exchanged solely exchangeable for, as of the Effective Time, the right to receive the Per Share Price, without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such Shares Price in the manner provided in Section 2.12accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all Shares shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholders Stockholder who have has (A) neither voted in favor of the Merger nor consented thereto in writing and (B) properly and validly exercised and perfected their statutory rights of demanded appraisal in respect of such Shares shares of Company Common Stock pursuant to, and in accordance with Subchapter Hwith, Chapter 10 Section 262 of the TBOC DGCL (such shares being referred to collectively as the “Dissenting Shareholder Statute” and any such Shares meeting the requirement of this sentence, “Dissenting Company Shares”” until such time as such holder fails to perfect, effectively waives or withdraws or otherwise loses such holder’s appraisal rights under the DGCL with respect to such shares or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL) shall will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.102.7 but instead will be entitled to only such rights as are granted by Section 262 of the DGCL. Such Company Stockholders shall will be entitled to receive payment of the appraised value of such amounts as are payable Dissenting Company Shares in accordance with the Dissenting Shareholder Statute (it being understood that at provisions of Section 262 of the DGCL, except, however, if after the Effective Time, such Dissenting Company Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Company Stockholder shall cease to have any voting or other rights with respect thereto other than the right to receive the payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute); provided, however, that if any such Company Stockholder fails to perfect or perfect, effectively withdraws or waives, or otherwise loses the such holder’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the Dissenting Shareholder Statute, then the right DGCL or a court of competent jurisdiction determines that such holder is not entitled to any the relief provided by Section 262 of the DGCL, such payment shall cease and such Dissenting shares of Company Shares shall Common Stock will be deemed to have been converted into, and to have become cancelled and exchanged solely exchangeable for, as of the Effective Time, the right to receive the Per Share Price, without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such Shares Price in the manner provided in Section 2.12accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all Shares that are shares of Company Common Stock issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders a stockholder who have properly (A) has not voted in favor of the Merger or consented thereto in writing and validly exercised and perfected their statutory rights of who has demanded appraisal in respect of for such Shares shares in accordance with Subchapter H, Chapter 10 Section 262 of the TBOC DGCL, (B) properly complied with Section 262 of the “Dissenting Shareholder Statute” DGCL, and any such Shares meeting the requirement of this sentence, (C) has not effectively withdrawn or lost its rights to appraisal (“Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Per Share Price Merger Consideration pursuant to this Section 2.102.7. Such Company Stockholders shall be entitled to receive payment By virtue of such amounts as are payable in accordance with the Dissenting Shareholder Statute (it being understood that at the Effective TimeFirst Step Merger, such all Dissenting Company Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, exist and such Company Stockholder shall cease to have any voting or other rights with respect thereto other than represent the right to receive only those rights provided under Section 262 of the payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute)DGCL; provided, however, that if any such notwithstanding the foregoing, all Dissenting Company Stockholder fails Shares held by a stockholder who shall have failed to perfect or who shall have effectively withdraws withdrawn or loses the lost such stockholder’s right to appraisal under such Section 262 of such Dissenting Company Shares pursuant to the Dissenting Shareholder Statute, then the right of such holder to any such payment DGCL shall cease and such Dissenting Company Shares shall thereupon be deemed to have been converted into, and to have become cancelled and exchanged solely exchangeable for, as of the Effective Time, the right to receive the Per Share PriceMerger Consideration pursuant to Section 2.7(b), without any interest thereon, upon surrender of the Certificates Certificate(s) (or Uncertificated Shares receipt of an agent’s message in the case of Book-Entry Shares) that formerly evidenced such Shares shares of Company Common Stock in the manner provided set forth in Section 2.122.8. The Company shall give Parent (x) prompt notice of, together with copies of, any notice received by the Company of any stockholder’s intent to exercise its appraisal rights under Section 262 of the DGCL, demand received by the Company for payment of the fair value of any Company Shares, withdrawals of such demands, and any other instruments received by the Company which relate to any such demand for dissenter’s rights and (y) the opportunity to direct and control all negotiations and proceedings with respect to demands for dissenter’s rights under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal rights or settle or offer to settle or compromise any such demands for payment in respect of Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all Shares that to the extent appraisal rights are available under Section 262 of Delaware Law, shares of Company Stock issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders a stockholder who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly exercised and perfected their such stockholder’s statutory rights of appraisal in respect of such Shares shares of Company Stock in accordance with Subchapter H, Chapter 10 Section 262 of the TBOC Delaware Law (the “Dissenting Shareholder Statute” and any such Shares meeting the requirement of this sentence, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Per Share Price Merger Consideration pursuant to this Section 2.102.5. Such Company Stockholders Any such stockholder shall be entitled to receive payment of the fair value of such amounts as are payable Dissenting Shares in accordance with the Dissenting Shareholder Statute (it being understood that at the Effective Time, such Dissenting Company Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Company Stockholder shall cease to have any voting or other rights with respect thereto other than the right to receive the payment provisions of such amounts as are payable in accordance with the Dissenting Shareholder Statute)Section 262 of Delaware Law; provided, however, that if any such Company Stockholder fails notwithstanding the foregoing, Dissenting Shares held by a stockholder who shall have failed to perfect or who shall have effectively withdraws withdrawn or loses the lost such stockholder’s statutory right to appraisal of such Dissenting Company Shares pursuant to the Dissenting Shareholder Statute, then the right under such Section 262 of such holder to any such payment Delaware Law shall cease and such Dissenting Company Shares shall thereupon be deemed to have been converted into, and to have become cancelled and exchanged solely exchangeable for, as of the Effective Time, the right to receive the Per Share Pricesame Merger Consideration received by each Cash Election Share, without any interest thereon, upon surrender of the Certificates certificate or Uncertificated Shares certificates that formerly evidenced such Shares shares of Company Stock in the manner provided set forth in Section 2.122.8. The Company shall give Parent (x) prompt notice of any written demands for appraisal received by the Company, written withdrawals of such demands and any other instruments served pursuant to Section 262 of Delaware Law and received by the Company in respect of Dissenting Shares and (y) the opportunity and right (at Parent’s election) to participate in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Shares. The Company shall not, except with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or as required by an Order of a Governmental Authority of competent jurisdiction, voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for payment in respect of Dissenting Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding as of immediately prior to the Effective Time and held by a stockholder who (A) has not tendered such Company Stockholders Shares into the Offer (other than if such Company Shares were validly withdrawn) and has not voted in favor of the Merger or consented thereto in writing, who have properly and validly exercised and perfected their statutory rights of has demanded appraisal in respect of for such Shares shares in accordance with Subchapter H, Chapter 10 Section 262 of the TBOC DGCL, (B) properly complied with Section 262 of the “Dissenting Shareholder Statute” DGCL, and any such Shares meeting the requirement of this sentence, (C) has not effectively withdrawn or lost its rights to appraisal (“Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Per Share Price Merger Consideration pursuant to this Section 2.103.6. Such Company Stockholders shall be entitled to receive payment By virtue of such amounts as are payable in accordance with the Dissenting Shareholder Statute (it being understood that at the Effective TimeMerger, such all Dissenting Company Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, exist and such Company Stockholder shall cease to have any voting or other rights with respect thereto other than represent the right to receive only those rights provided under Section 262 of the payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute)DGCL; provided, however, that if any such notwithstanding the foregoing, all Dissenting Company Stockholder fails Shares held by a stockholder who shall have failed to perfect or who shall have effectively withdraws withdrawn or loses the lost such stockholder’s right to appraisal under such Section 262 of such Dissenting Company Shares pursuant to the Dissenting Shareholder Statute, then the right of such holder to any such payment DGCL shall cease and such Dissenting Company Shares shall thereupon be deemed to have been converted into, and to have become cancelled and exchanged solely exchangeable for, as of the Effective Time, the right to receive the Per Share PriceMerger Consideration pursuant to Section 3.6(b), without any interest thereon, upon surrender of the Certificates Certificate(s) (or Uncertificated Shares receipt of an agent’s message in the case of Book-Entry Shares) that formerly evidenced such Shares shares of Company Common Stock in the manner provided set forth in Section 2.123.7. The Company shall give Parent (x) prompt notice of, together with copies of, any notice received by the Company of any stockholder’s intent to exercise its appraisal rights under Section 262 of the DGCL, demand received by the Company for payment of the fair value of any Company Shares, withdrawals of such demands, and any other instruments received by the Company which relate to any such demand for dissenter’s rights and (y) the opportunity to direct and control all negotiations and proceedings with respect to demands for dissenter’s rights under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal rights or settle or offer to settle or compromise any such demands for payment in respect of Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all Shares shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders a holder, or owned by a Person, who have has (A) neither voted in favor of the adoption of this Agreement or the Merger nor consented to the Merger in writing and (B) properly and validly exercised and perfected their statutory rights of demanded appraisal in respect of such Shares shares of Company Common Stock pursuant to, and in accordance with Subchapter Hwith, Chapter 10 Section 262 of the TBOC DGCL (such shares being referred to collectively as the “Dissenting Shareholder Statute” and any such Shares meeting the requirement of this sentence, “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.102.7 but instead, such holders or other applicable Persons holding or owning the Dissenting Company Shares will be entitled only to such rights as are granted by Section 262 of the DGCL. Such Company Stockholders shall holder or other applicable Person will be entitled to receive payment of the appraised value of such amounts as are payable Dissenting Company Shares in accordance with the Dissenting Shareholder Statute (it being understood that at provisions of Section 262 of the DGCL. However, if, after the Effective Time, such Dissenting Company Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Company Stockholder shall cease to have any voting holder or other rights with respect thereto other than the right to receive the payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute); provided, however, that if any such Company Stockholder applicable Person fails to perfect or perfect, effectively withdraws or waives, or otherwise loses the such Person’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the Dissenting Shareholder StatuteDGCL or a court of competent jurisdiction determines that such Person is not entitled to the relief provided by Section 262 of the DGCL, then the right such shares of such holder to any such payment shall cease and such Dissenting Company Shares shall Common Stock will be deemed to have been converted into, and to have become cancelled and exchanged solely exchangeable for, as of the Effective Time, the right to receive the Per Share Price, without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such Shares Price in the manner provided in Section 2.12accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued have not been voted for adoption of this Agreement and outstanding as of immediately prior with respect to the Effective Time and held by Company Stockholders who which appraisal shall have been properly and validly exercised and perfected their statutory rights of appraisal in respect of such Shares demanded in accordance with Subchapter H, Chapter 10 Section 262 of the TBOC DGCL (the “Dissenting Shareholder Statute” and any such Shares meeting the requirement of this sentence, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.10. Such Company Stockholders shall be entitled to receive payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute (it being understood that at the Effective Time, such Dissenting Company Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Company Stockholder shall cease to have any voting or other rights with respect thereto other than into the right to receive the payment Merger Consideration at or after the Effective Time unless and until the holder of such amounts as are payable shares withdraws such holder’s demand for appraisal (in accordance with Section 262(k) of the DGCL) or becomes ineligible for such appraisal, but rather, the holder of the Dissenting Shareholder Statute); provided, however, that if any such Company Stockholder fails Shares shall be entitled only to perfect or effectively withdraws or loses payment of the right to appraisal fair value of such Dissenting Company Shares pursuant to in accordance with Section 262 of the DGCL. If a holder of Dissenting Shareholder Statute, then the right of such holder to any such payment shall cease and such Dissenting Company Shares shall be deemed to have been converted intowithdraw (in accordance with Section 262(k) of the DGCL) the demand for such appraisal or shall become ineligible for such appraisal, and to have become cancelled and exchanged solely forthen, as of the Effective TimeTime or the occurrence of such event, whichever last occurs, each of such holder’s Dissenting Shares shall cease to be a Dissenting Share and shall be converted into and represent the right to receive the Per Share PriceMerger Consideration. The Company shall give Parent prompt written notice of any demands received by the Company for appraisal of Company Shares and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not make any payments with respect to, or compromise or settle any demand for, appraisal without interest thereon, upon surrender the prior written consent of the Certificates or Uncertificated Shares that formerly evidenced such Shares in the manner provided in Section 2.12Parent.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all Shares shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders a holder, or owned by a Person, who have has (A) neither voted in favor of the Merger nor consented to the Merger in writing and (B) properly and validly exercised and perfected their statutory rights of demanded appraisal in respect of such Shares shares of Company Common Stock pursuant to, and in accordance with Subchapter Hwith, Chapter 10 Section 262 of the TBOC DGCL (such shares being referred to collectively as the “Dissenting Shareholder Statute” and any such Shares meeting the requirement of this sentence, “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.10. Such 2.7 but instead, such holders or other applicable Persons holding or owning the Dissenting Company Stockholders shall Shares will be entitled only to receive payment of such amounts rights as are payable in accordance with granted by Section 262 of the Dissenting Shareholder Statute DGCL (it being understood that at the Effective Time, such Dissenting Company Shares shall will no longer be outstanding, shall will automatically be cancelled and shall will cease to exist, and such Company Stockholder shall cease to have any voting ). Such holder or other rights with respect thereto other than the right applicable Person will be entitled to receive the payment of the appraised value of such amounts as are payable Dissenting Company Shares in accordance with the Dissenting Shareholder Statute); providedprovisions of Section 262 of the DGCL. However, howeverif, that if any after the Effective Time, such Company Stockholder holder or other applicable Person fails to perfect or perfect, effectively withdraws or waives, or otherwise loses the such Person’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the Dissenting Shareholder StatuteDGCL or a court of competent jurisdiction determines that such Person is not entitled to the relief provided by Section 262 of the DGCL, then the right such shares of such holder to any such payment shall cease and such Dissenting Company Shares shall Common Stock will be deemed to have been converted into, and to have become cancelled and exchanged solely exchangeable for, as of the Effective Time, the right to receive the Per Share Price, without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such Shares Price in the manner provided in Section 2.12accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything any provision of this Agreement to the contrary set forth in this Agreementcontrary, all Shares that if required by the DGCL but only to the extent required thereby, shares of Common Stock which are issued and outstanding as of immediately prior to the Effective Time and which are held by Company Stockholders any holder who is entitled to demand and who have properly and validly exercised and perfected their statutory appraisal rights of appraisal in with respect of such Shares thereto in accordance with Subchapter Hwith, Chapter 10 and who complied in all respects with, Section 262 of the TBOC DGCL (the “Dissenting Shareholder Statute” and any such Shares meeting the requirement of this sentence, “Dissenting Company Shares”) shall will not be converted into, or represent exchangeable for the right to receivereceive the Merger Consideration, the Per Share Price pursuant to this Section 2.10. Such Company Stockholders shall and holders of such shares will be entitled to receive payment of the appraised value of such amounts as are payable shares in accordance with the Dissenting Shareholder Statute (it being understood that at provisions of such Section 262 unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. At the Effective Time, such the Dissenting Company Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such each holder of a certificate or evidence of shares in book-entry form that immediately prior to the Effective Time represented Dissenting Company Stockholder Shares shall cease to have any voting or other rights with respect thereto other than thereto, except the right to receive the payment appraised value of such amounts as are payable shares in accordance with the Dissenting Shareholder Statute); providedprovisions of such Section 262. If, howeverafter the Effective Time, that if any such Company Stockholder holder fails to perfect or effectively withdraws or loses the such right to appraisal or a court of competent jurisdiction shall determine that such Dissenting Company Shares pursuant holder is not entitled to the Dissenting Shareholder Statuterelief provided by such Section 262, then the right of such holder to any such payment shall cease and such Dissenting Company Shares shall shares will thereupon be deemed to have treated as if they had been converted into, into and to have become cancelled and exchanged solely exchangeable for, as of at the Effective Time, the right to receive the Per Share PriceMerger Consideration, without any interest thereon. Upon the Company’s receipt of any appraisal demand in accordance with the provisions of such Section 262, upon surrender withdrawals of any such demands and any other related instruments served pursuant to the Certificates DGCL (collectively, the “Appraisal Documents”) that are received by the Company, the Company shall promptly provide Parent with a copy of such Appraisal Documents 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 any such appraisal demand or Uncertificated Shares that formerly evidenced offer to settle or settle any such Shares in the manner provided in Section 2.12appraisal demand.

Dissenting Company Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary set forth in this Agreementcontrary, all Company Shares that are issued and outstanding as of immediately prior to the Effective Time and which are held by Company Stockholders stockholders who shall have properly not voted in favor of the Merger or consented thereto in writing and validly exercised who shall have duly demanded and perfected their statutory rights of in writing appraisal in respect of for such Company Shares in accordance with Subchapter H, Chapter 10 Section 262 of the TBOC DGCL (collectively, the “Dissenting Shareholder Statute” and any such Shares meeting the requirement of this sentence, “Dissenting Company Shares”) shall not be converted into, into or represent the right to receive, receive the Per Share Price applicable consideration due to such holder pursuant to this Section 2.102.06 above unless the stockholder holding such Dissenting Company Shares shall have forfeited his, her or its right to appraisal under the DGCL or properly withdrawn, his, her or its demand for appraisal. From and after the Effective Time, a holder of Dissenting Company Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. Such Company Stockholders stockholders shall be entitled to receive payment of the appraised value of such amounts as are payable Dissenting Company Shares held by them in accordance with the Dissenting Shareholder Statute (it being understood provisions of such Section 262, except that at the Effective Time, such all Dissenting Company Shares held by stockholders who shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Company Stockholder shall cease to have any voting or other rights with respect thereto other than the right to receive the payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute); provided, however, that if any such Company Stockholder fails failed to perfect or who effectively withdraws shall have withdrawn or loses the right lost their rights to appraisal of such Dissenting Company Shares pursuant to the Dissenting Shareholder Statute, then the right of under such holder to any such payment Section 262 shall cease and such Dissenting Company Shares shall thereupon be deemed to have been converted into, into and to have become cancelled and exchanged solely exchangeable for, as of the Effective Time, the right to receive the Per Share Priceapplicable consideration due to such holder pursuant to Section 2.06 above, without any interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such Shares surrender, in the manner provided in Section 2.12, of the certificate or certificates that formerly evidenced such Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all Shares shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholders Stockholder, who have has (A) neither voted in favor of the Merger nor consented to the Merger in writing and (B) properly and validly exercised and perfected their statutory rights of demanded appraisal in respect of such Shares shares of Company Common Stock pursuant to, and in accordance with Subchapter Hwith, Chapter 10 Section 262 of the TBOC DGCL (such shares being referred to collectively as the “Dissenting Shareholder Statute” and any such Shares meeting the requirement of this sentence, “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.102.7 but instead, such Company Stockholder holding or owning the Dissenting Company Shares will be entitled only to such rights as are granted by Section 262 of the DGCL. Such Company Stockholders shall Stockholder will be entitled to receive payment of the appraised value of such amounts as are payable Dissenting Company Shares in accordance with the Dissenting Shareholder Statute (it being understood that at provisions of Section 262 of the DGCL. However, if, after the Effective Time, such Dissenting Company Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Company Stockholder shall cease to have any voting holder or other rights with respect thereto other than the right to receive the payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute); provided, however, that if any such Company Stockholder applicable Person fails to perfect or perfect, effectively withdraws or waives, or otherwise loses the such Person’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the Dissenting Shareholder StatuteDGCL or a court of competent jurisdiction determines that such Person is not entitled to the relief provided by Section 262 of the DGCL, then the right such shares of such holder to any such payment shall cease and such Dissenting Company Shares shall Common Stock will be deemed to have been converted into, and to have become cancelled and exchanged solely exchangeable for, as of the Effective Time, the right to receive the Per Share Price, without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such Shares Price in the manner provided in Section 2.12accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all Shares shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholders Stockholder who have did not vote in favor of the Merger (nor consent thereto in writing) and who is entitled to demand, and properly and validly exercised and perfected their demands, statutory rights of appraisal in respect of such Shares shares of Company Common Stock in accordance with Subchapter H, Chapter 10 Section 262 of the TBOC DGCL (collectively, the “Dissenting Shareholder Statute” and any such Shares meeting the requirement of this sentence, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.101.6(c). Such In lieu of the right to receive the Per Share Price pursuant to Section 1.6(c), the holder of any Dissenting Company Stockholders Shares shall be entitled to receive payment of any amounts determined by a court of competent jurisdiction to be due in respect of such amounts Dissenting Company Shares pursuant to the provisions of Section 262 of the DGCL, and at and as are payable in accordance with the Dissenting Shareholder Statute (it being understood that at of the Effective Time, such Dissenting Company Shares shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist, and such Company Stockholder holder shall cease to have any voting or other rights with in respect thereto thereof other than the right to receive rights set forth in Section 262 of the payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute)DGCL; provided, however, that if notwithstanding the foregoing, any such Dissenting Company Shares that are held by a Company Stockholder fails who shall have failed to perfect or who shall have effectively withdraws withdrawn or loses the lost such stockholder’s right to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the Dissenting Shareholder Statute, then the right of such holder to any such payment DGCL shall cease and such Dissenting Company Shares shall thereupon be deemed to have been converted into, and to have become cancelled and exchanged solely exchangeable for, as of the Effective Time, the right to receive the Per Share Price, without interest thereon, upon surrender of the Certificates certificate or Uncertificated Shares certificates that formerly evidenced such Shares shares of Company Common Stock in the manner provided set forth in Section 2.121.7 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner set forth in Section 1.9). The Company shall give Parent prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares, and the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all Shares shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who have not tendered such shares in the Offer and who are entitled to and who shall have properly and validly exercised and perfected their statutory rights of appraisal in respect of such Shares shares of Company Common Stock in accordance with Subchapter H, Chapter 10 Section 262 of the TBOC DGCL (the “Dissenting Shareholder Statute” and any such Shares meeting the requirement of this sentence, “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.103.1(a)(ii). Such Holders of Dissenting Company Stockholders shall Shares will be entitled to receive payment of the appraised value of such amounts as are payable Dissenting Company Shares in accordance with the Dissenting Shareholder Statute provisions of Section 262 of the DGCL (it being understood that and at the Effective Time, such Dissenting Company Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Company Stockholder holders shall cease to have any voting or other rights with respect thereto other than thereto, except the right to receive rights set forth in Section 262 of the payment of such amounts as are payable in accordance with the DGCL), except that all Dissenting Shareholder Statute); provided, however, that if any such Company Stockholder fails Shares held by Stockholders who shall have failed to perfect or who shall have effectively withdraws waived, withdrawn or loses the right lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the Dissenting Shareholder Statute, then the right of such holder to any such payment shall cease and such Dissenting Company Shares shall DGCL will thereupon be deemed to have been converted into, and to have become cancelled and exchanged solely exchangeable for, as of the Effective Time, the right to receive the Per Share Price, Price without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such Shares shares of Company Common Stock in the manner provided in Section 2.123.4.

Dissenting Company Shares. Notwithstanding anything any provision of this Agreement to the contrary set forth in this Agreementcontrary, all including Section 2.01, Company Shares that are issued and outstanding as of immediately prior to the Merger I Effective Time (other than Company Shares cancelled in accordance with Section 2.01(a)(i)) and held by Company Stockholders a holder who have has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly and validly exercised and perfected their statutory appraisal rights of appraisal in respect of such Company Shares in accordance with Subchapter H, Chapter 10 Section 262 of the TBOC DGCL, if such Section 262 provides for appraisal rights for such Company Shares in Merger I (such Company Shares being referred to collectively as the “Dissenting Shareholder Statute” and any such Shares meeting the requirement of this sentence, “Dissenting Company Shares”) ), shall not be converted into, or represent the into a right to receivereceive a portion of the Merger Consideration unless and until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such Company Shares, the Per Share Price pursuant to this Section 2.10. Such Company Stockholders but instead shall be entitled to receive payment of only such amounts rights as are payable in accordance with granted by Section 262 of the Dissenting Shareholder Statute (it being understood that at the Effective Time, such Dissenting Company Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Company Stockholder shall cease to have any voting or other rights with respect thereto other than the right to receive the payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute)DGCL; provided, however, that if any if, after the Merger I Effective Time, such Company Stockholder holder fails to perfect or effectively withdraws or otherwise loses the such holder’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the Dissenting Shareholder Statute, then the right DGCL or if a court of competent jurisdiction determines that such holder is not entitled to any the relief provided by Section 262 of the DGCL, such payment shall cease and such Dissenting Company Shares shall be deemed to have treated as if they had been converted into, and to have become cancelled and exchanged solely for, as of the Merger I Effective Time, Time into the right to receive the Per Share Priceportion of the Merger Consideration, if any, to which such holder is entitled pursuant to Section 2.01(a)(ii), without interest thereon, upon surrender and such Company Shares shall not be treated as Dissenting Company Shares. The Company shall provide Parent prompt written notice of any demands received by the Certificates Company for the appraisal of Company Shares, any withdrawal of any such demand, and any other demand, notice, or Uncertificated Shares instrument delivered to the Company prior to the Merger I Effective Time pursuant to the DGCL that formerly evidenced relates to such Shares demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the manner provided in Section 2.12prior written consent of Parent, prior to the Merger I Effective Time, the Company shall not make any payment with respect to, or settle or offer to settle, any such demands.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth herein and in this Agreementaccordance with the Cayman Act, all Shares that are any Company Ordinary Share issued and outstanding as of immediately prior to the Company Merger Effective Time and held by for which any Company Stockholders who have properly and Shareholder (such Company Shareholder, a “Dissenting Company Shareholder”) has validly exercised and perfected properly in writing their statutory dissenters’ rights of appraisal in respect of for such Company Ordinary Shares in accordance with Subchapter H, Chapter 10 Section 238 of the TBOC Cayman Act, and has otherwise complied in all respects with all of the provisions of the Cayman Act relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Shareholder Statute” and any such Shares meeting the requirement of this sentence, “Dissenting Company Shares”) shall not be converted into, or represent into the right to receive, and the Per Share Price applicable Dissenting Company Shareholder shall have no right to receive, the applicable portion of the Company Merger Consideration to which the holder of such Dissenting Company Shares would otherwise be entitled pursuant to this Section 2.102.08(a) unless and until such Dissenting Company Shareholder effectively withdraws or loses such dissenters’ rights (through failure to perfect such dissenters’ rights or otherwise) under the Cayman Act. Such From and after the Company Stockholders shall be entitled to receive payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute (it being understood that at the Merger Effective Time, such (A) the Dissenting Company Shares shall no longer be outstanding, outstanding and shall automatically be cancelled and extinguished by virtue of the Company Merger and shall cease to exist, exist and (B) the Dissenting Company Shareholders shall be entitled only to such Company Stockholder rights as may be granted to them under Section 238 of the Cayman Act and shall cease not be entitled to have exercise any of the voting rights or other rights with respect thereto other than of a shareholder of the right to receive the payment Company Surviving Subsidiary or any of such amounts as are payable in accordance with the Dissenting Shareholder Statuteits Affiliates (including Holdings); provided, however, that if any such Dissenting Company Stockholder fails to perfect or Shareholder effectively withdraws or loses such dissenters’ rights (through failure to perfect such dissenters’ rights or otherwise) under the Cayman Act, then the Company Ordinary Shares held by such Dissenting Company Shareholder (1) shall no longer be deemed to be Dissenting Company Shares and (2) shall be treated as if they had been converted automatically at the Company Merger Effective Time into the right to appraisal receive the applicable portion of such the Company Merger Consideration pursuant to Section 2.08(a) and Section 2.08(c) in accordance with the terms and conditions of this Agreement. Each Dissenting Company Shareholder who becomes entitled to payment for his, her or its Dissenting Company Shares pursuant to the Dissenting Shareholder StatuteCayman Act shall receive payment thereof from Company in accordance with the Cayman Act. The Company shall give SPAC (prior to the Closing) or the Sponsor (after the Closing) prompt notice of any written demands for dissenters’ rights in respect of any Company Ordinary Share, then the right attempted withdrawals of such holder demands and any other material developments related to any such payment demands and provide copies of all documents, instruments or other communications received by Company, any of its Subsidiaries or any of their respective Representatives related thereto and shall cease otherwise keep SPAC (prior to the Closing) or the Sponsor (after the Closing) reasonably apprised as to the status and developments related to such Dissenting Company Shares shall be deemed to have been converted intomatters, and SPAC (prior to the Closing) or the Sponsor (after the Closing) shall have become cancelled the opportunity to participate in all negotiations and exchanged solely forproceedings with respect to all such demands. The Company shall not, as except with the prior written consent (not to be unreasonably withheld, conditioned or delayed) of SPAC (prior to the Effective TimeClosing) or the Sponsor (after the Closing), the right make any payment or deliver any consideration (including Holdings Ordinary Shares) with respect to, settle or offer or agree to receive the Per Share Price, without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced settle any such Shares in the manner provided in Section 2.12demands.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all Shares shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who have (A) neither voted in favor of the adoption of this Agreement nor consented thereto in writing and (B) properly and validly exercised and perfected their respective statutory rights of appraisal in respect of such Shares shares of Company Common Stock in accordance with Subchapter H, Chapter 10 Section 262 of the TBOC DGCL (the “Dissenting Shareholder Statute” and any such Shares meeting the requirement of this sentence, “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Per Share Price Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to this Section 2.10. Such Company Stockholders shall will be entitled to receive payment of the appraised value of such amounts as are payable Dissenting Company Shares in accordance with the Dissenting Shareholder Statute (it being understood provisions of Section 262 of the DGCL, except that at the Effective Time, such all Dissenting Company Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such held by Company Stockholder shall cease to Stockholders who have any voting or other rights with respect thereto other than the right to receive the payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute); provided, however, that if any such Company Stockholder fails failed to perfect or who have effectively withdraws withdrawn or loses the right lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the Dissenting Shareholder Statute, then the right of such holder to any such payment shall cease and such Dissenting Company Shares shall DGCL will be deemed to have been converted into, and to have become cancelled and exchanged solely exchangeable for, as of the Effective Time, the right to receive the Per Share Price, without interest thereon, Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.15) upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such Shares shares of Company Common Stock in the manner provided in Section 2.122.12 and such shares of Company Common Stock shall not be deemed to be Dissenting Company Shares. From and after the Effective Time, Dissenting Company Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to stockholders of record prior to the Effective Time).

Dissenting Company Shares. (a) Notwithstanding anything in this Agreement to the contrary set forth contrary, Dissenting Company Shares shall not be converted into the right to receive the Merger Consideration as provided in this AgreementSection 2.6(a), all but rather, the holders of Dissenting Company Shares that are issued and outstanding as shall be entitled only to payment of immediately prior to the Effective Time and held by Company Stockholders who have properly and validly exercised and perfected their statutory rights of appraisal in respect value of such Dissenting Company Shares in accordance with Subchapter H, Chapter 10 the provisions of Section 262 of the TBOC (the “Dissenting Shareholder Statute” and DGCL less any such Shares meeting the requirement of this sentence, “Dissenting Company Shares”) shall not applicable Taxes required to be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.10. Such Company Stockholders shall be entitled to receive payment of such amounts as are payable withheld in accordance with the Dissenting Shareholder Statute Section 2.12 with respect to such payment (it being understood that and, at the Effective Time, such Dissenting Company Shares shall no longer be outstanding, outstanding and shall automatically be cancelled canceled and shall cease to exist, and such Company Stockholder holders shall cease to have any voting or other rights right with respect thereto other than thereto, except the right to receive the payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute); provided, however, that if any such Company Stockholder fails to perfect or effectively withdraws or loses the right to appraisal value of such Dissenting Company Shares pursuant in accordance with the provisions of Section 262 of the DGCL); provided, that, if any such holder of Dissenting Company Shares shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal and payment under and to the Dissenting Shareholder Statuteextent set forth in and in accordance with Section 262 of the DGCL (whether occurring before, at or after the Effective Time), then the right of such holder to any be paid the appraisal value of such payment holder’s Dissenting Company Shares shall cease and such Dissenting Company Shares shall be deemed to have been converted as of the Effective Time into, and to have become cancelled and exchanged exchangeable solely for, as of the Effective Time, the right to receive the Per Share Price, Merger Consideration (without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such Shares in the manner ) as provided in Section 2.122.6(a), and such shares shall not be deemed to be Dissenting Company Shares.

Dissenting Company Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary set forth in this Agreementcontrary, all if and to the extent required by the DGCL, Company Shares that are issued and outstanding as of immediately prior to the Effective Time and which are held by Company Stockholders Securityholders who have not voted in favor of the Merger or consented thereto in writing and who have demanded properly and validly exercised and perfected their statutory rights of in writing appraisal in respect of for such Company Shares in accordance with Subchapter H, Chapter 10 Section 262 of the TBOC DGCL (collectively, the “Dissenting Shareholder Statute” and any such Shares meeting the requirement of this sentence, “Dissenting Company Shares”) shall not be converted into, into or represent the right to receive, receive the Per Share Price applicable consideration due to such holder pursuant to this Section 2.102.06(a) above. From and after the Effective Time, a holder of Dissenting Company Shares (“Dissenting Stockholder”) shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. Such Company Stockholders Dissenting Stockholder shall be entitled to receive payment of the appraised value of such amounts as are payable Dissenting Company Shares held by them in accordance with the Dissenting Shareholder Statute (it being understood provisions of Section 262 of the DGCL, except that at the Effective Time, such all Dissenting Company Shares held by Securityholders who shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Company Stockholder shall cease to have any voting or other rights with respect thereto other than the right to receive the payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute); provided, however, that if any such Company Stockholder fails failed to perfect or who effectively withdraws shall have withdrawn or loses the right lost their rights to appraisal of such Dissenting Company Shares pursuant to the Dissenting Shareholder Statute, then the right of under such holder to any such payment Section 262 shall cease and such Dissenting Company Shares shall thereupon be deemed to have been converted into, into and to have become cancelled and exchanged solely exchangeable for, as of the Effective Time, the right to receive the Per Share Priceapplicable consideration due to such holder pursuant to Section 2.06(a) above, without any interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such Shares surrender, in the manner provided in Section 2.122.06(a), of the certificate or certificates that formerly evidenced such Dissenting Company Shares. Notwithstanding anything to the contrary herein, if this Agreement is terminated prior to the Effective Time, the right of any Dissenting Stockholder to be paid the appraised value of the applicable Dissenting Company Shares pursuant to Section 262 of the DGCL will cease.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all Shares shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders a holder, or owned by a Person, who have has (A) neither voted in favor of the Merger nor consented to the Merger in writing and (B) properly and validly exercised and perfected their statutory rights of demanded appraisal in respect of such Shares shares of Company Common Stock pursuant to, and in accordance with Subchapter Hwith, Chapter 10 Section 262 of the TBOC DGCL (such shares being referred to collectively as the “Dissenting Shareholder Statute” and any such Shares meeting the requirement of this sentence, “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.102.7 but instead, such holders or other applicable Persons holding or owning the Dissenting Company Shares will be entitled only to such rights as are granted by Section 262 of the DGCL. Such Company Stockholders shall holder or other applicable Person will be entitled to receive payment of the appraised value of such amounts as are payable Dissenting Company Shares in accordance with the Dissenting Shareholder Statute (it being understood that at provisions of Section 262 of the DGCL. However, if, after the Effective Time, such Dissenting Company Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Company Stockholder shall cease to have any voting holder or other rights with respect thereto other than the right to receive the payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute); provided, however, that if any such Company Stockholder applicable Person fails to perfect or perfect, effectively withdraws or waives, or otherwise loses the such Person’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the Dissenting Shareholder StatuteDGCL or a court of competent jurisdiction determines that such Person is not entitled to the relief provided by Section 262 of the DGCL, then the right such shares of such holder to any such payment shall cease and such Dissenting Company Shares shall Common Stock will be deemed to have been converted into, and to have become cancelled and exchanged solely exchangeable for, as of the Effective Time, the right to receive the Per Share Price, without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such Shares Price in the manner provided in Section 2.12accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Shares.