Common use of Dissenting Company Shares Clause in Contracts

Dissenting Company Shares. (A) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by stockholders who shall have properly and validly exercised their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to this Section 2.5. Such 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that all Dissenting Company Shares held by stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall thereupon be deemed to have been converted into,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 Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 2.6.

Dissenting Company Shares. (A) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by stockholders Company Stockholders who shall have properly and validly exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 2.52.10. Such stockholders shall 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Company Shares held by stockholders Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such pursuant to Section 262 of the DGCL shall thereupon will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger ConsiderationPer Share Price, without any interest thereon, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 2.62.12.