Common use of Dissenting Company Shares Clause in Contracts

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all 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 their statutory rights of appraisal in respect of such shares of Company Common Stock in accordance with Section 262 of the DGCL (the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7. Such Company Stockholders will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who have failed to perfect or who have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock in the manner provided in Section 2.9.

Dissenting Company Shares. (A) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock Shares that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders stockholders who shall have (A) neither voted in favor of the adoption of this Agreement Merger nor consented thereto in writing and (B) who shall have properly and validly exercised their statutory rights of appraisal in respect of such shares of Company Common Stock Shares in accordance with Section 262 of the DGCL (the collectively, “Dissenting Company Shares”) will shall not be converted into, or represent the right to receive, the Per Share Price Merger Consideration pursuant to this Section 2.7. Such Company Stockholders will stockholders shall be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL will 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 Per Share PriceMerger Consideration, without any interest thereon, upon surrender of the Certificates certificate or Uncertificated Shares certificates that formerly evidenced such shares of Company Common Stock Shares in the manner provided in Section 2.92.8.

Dissenting Company Shares. (A) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock Shares that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders stockholders who shall have (A) neither voted in favor of the adoption of this Agreement Merger nor consented thereto in writing and (B) who shall have properly and validly exercised and perfected their statutory rights of appraisal in respect of such shares of Company Common Stock Shares in accordance with Section 262 of the DGCL (the collectively, “Dissenting Company Shares”) will shall not be converted into, or represent the right to receive, the Per Share Price Merger Consideration pursuant to this Section 2.72.6. Such Company Stockholders will stockholders shall be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL will 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 Per Share PriceMerger Consideration, without any interest thereon, upon surrender of the Certificates certificate or Uncertificated Shares certificates that formerly evidenced such shares of Company Common Stock Shares in the manner provided in Section 2.92.7.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all 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 their statutory rights of appraisal in respect of such shares of Company Common Stock in accordance with Section 262 of the DGCL (the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7. Such Company Stockholders will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who have failed to perfect or who have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will be deemed to have been converted into, and to have become 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 of Company Common Stock in the manner provided in Section 2.9.

Dissenting Company Shares. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock 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 (A) neither voted in favor of the adoption of this Agreement Merger nor consented thereto in writing and (B) who shall have properly and validly exercised their statutory dissenters' rights of appraisal in respect of such shares of Company Common Stock Shares in accordance with Section 262 of the DGCL (the “collectively, "Dissenting Company Shares”") will shall not be converted into, or ------------------------- represent the right to receive, the Per Share Price Merger Consideration pursuant to this Section 2.7. Such Company Stockholders will stockholders shall be entitled to receive payment of the ----------- appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL will 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 Per Share PriceMerger Consideration, without any interest thereon, upon surrender of the Certificates certificate or Uncertificated Shares certificates that formerly evidenced such shares of Company Common Stock Shares in the manner provided in Section 2.9.2.8 hereof. -----------

Dissenting Company Shares. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock 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 (A) neither voted in favor of the adoption of this Agreement Merger nor consented thereto in writing and (B) who shall have properly and validly exercised their statutory dissenters' rights of appraisal in respect of such shares of Company Common Stock Shares in accordance with Section 262 of the DGCL (the “Dissenting Company Shares”collectively, "DISSENTING COMPANY SHARES") will shall not be converted into, or represent the right to receive, the Per Share Price Merger Consideration pursuant to this Section SECTION 2.7. Such Company Stockholders will stockholders shall be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL will 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 Per Share PriceMerger Consideration, without any interest thereon, upon surrender of the Certificates certificate or Uncertificated Shares certificates that formerly evidenced such shares of Company Common Stock Shares in the manner provided in Section 2.9SECTION 2.8 hereof.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Capital Stock that are issued and outstanding as of immediately prior to the Effective Time and held by any Company Stockholders Stockholder who have (A) neither voted in favor of is entitled to appraisal rights under the adoption of this Agreement nor consented thereto in writing DGCL and (B) has properly and validly exercised their such statutory rights of appraisal in respect of such shares of Company Common Capital Stock in accordance with Section 262 of the DGCL (the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7. Such Company Stockholders will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who have failed to perfect or who have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock in the manner provided in Section 2.92.10.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all 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 their statutory rights of made a demand for appraisal in respect of such shares of Company Common Stock in accordance with Section 262 of the DGCL and has neither effectively withdrawn, failed to perfect, waived, or otherwise lost such stockholder’s right to appraisal (the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7. Such Company Stockholders will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who have failed to perfect or who have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock in the manner provided in Section 2.9.

Dissenting Company Shares. (A) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock Shares that are issued and outstanding as of immediately prior to the Effective Time and held by Company Stockholders who shall have (A) neither voted in favor of the adoption of this Agreement Merger nor consented thereto in writing and (B) who shall have properly and validly exercised and perfected their statutory rights of appraisal in respect of such shares of Company Common Stock Shares in accordance with Section 262 of the DGCL (the collectively, “Dissenting Company Shares”) will shall not be converted into, or represent the right to receive, the Per Share Price Merger Consideration pursuant to this Section 2.72.6. Such Company Stockholders will shall be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL will 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 Per Share PriceMerger Consideration, without any interest thereon and subject to any required withholding Taxes, upon surrender of the Certificates certificate or Uncertificated Shares certificates that formerly evidenced such shares of Company Common Stock Shares in the manner provided in Section 2.92.7.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Capital 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 their statutory rights of appraisal in respect of such shares of Company Common Stock or Company Convertible Preferred Stock, as applicable, in accordance with Section 262 of the DGCL (the “Dissenting Company Shares”) will not be converted into, or represent the right (if any) to receive, the Per Share Price pursuant to this Section 2.7. Such Company Stockholders will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who have failed to perfect or who have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right (if any) to receive the Per Share PricePrice pursuant to this Section 2.7 (less any payments made by the Surviving Corporation with respect to such Company Common Stock or Company Convertible Preferred Stock, as applicable, before entry of judgment in accordance with Section 262(h) of the DGCL), upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Capital Stock in the manner provided in Section 2.9.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all 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 not tendered into the adoption of this Agreement nor consented thereto in writing Offer and (B) properly and validly exercised their statutory rights of appraisal in respect of such shares of Company Common Stock in accordance with Section 262 of the DGCL (the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.73.7. Such Company Stockholders will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Company Shares held by Company Stockholders who have failed to perfect or who have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock in the manner provided in Section 2.93.9.