Common use of Dissenting Stockholders Clause in Contracts

Dissenting Stockholders. (a) Notwithstanding anything to the contrary contained herein, shares of Target Stock held by the Holders who shall not have voted in favor of the Merger or consented thereto in writing and who shall have demanded properly in writing appraisal for such shares of Target Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into, or represent the right to receive, any portion of the Merger Consideration as set forth in Section 3.1. Such Holders of Dissenting Shares shall be entitled to receive payment of the appraisal value of such Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL; provided that, if any Holder of Dissenting Shares (a “Dissenting Stockholder”) shall effectively withdraw or lose (through failure to perfect or otherwise) such Holder’s dissenters’ rights under the DGCL, then, as of the later of the Effective Time and the occurrence of such event, such Dissenting Shares shall automatically be cancelled, extinguished and represent only the right to receive that portion of the Merger Consideration as set forth in Section 3.1, without interest or dividends thereon, upon surrender of the certificate representing such shares.

Dissenting Stockholders. (a) Notwithstanding anything to the contrary contained herein, shares of Target Stock held by the Holders who shall any Company Share for which any Company Stockholder (such Company Stockholder, a “Dissenting Stockholder”) (a) has not have voted in favor of the Merger or consented thereto to it in writing writing, and who shall have (b) has demanded properly in writing the appraisal for of such shares of Target Stock Company Share in accordance with with, and has complied in all respects with, Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into, or represent into the right to receive, any receive the applicable portion of Transaction Share Consideration pursuant to Section 2.1(h). From and after the Merger Consideration as set forth in Section 3.1. Such Holders of Effective Time, (i) the Dissenting Shares shall be cancelled and extinguished and shall cease to exist and (ii) the Dissenting Stockholders shall be entitled only to receive payment of the appraisal value of such Dissenting Shares held by rights as may be granted to them in accordance with the provisions of under Section 262 of the DGCLDGCL and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Company or any of its Affiliates (including the SPAC); provided thatprovided, however, that if any Holder of Dissenting Shares (a “Dissenting Stockholder”) shall Stockholder effectively withdraw withdraws or lose loses such appraisal rights (through failure to perfect such appraisal rights or otherwise), then the Company Shares held by such Dissenting Stockholder (A) such Holder’s dissenters’ rights under the DGCLshall no longer be deemed to be Dissenting Shares, then, and (B) shall be treated as of the later of if they had been converted automatically at the Effective Time and the occurrence of such event, such Dissenting Shares shall automatically be cancelled, extinguished and represent only into the right to receive that the applicable portion of the Merger Consideration as set forth in Section 3.1, without interest or dividends thereon, upon surrender of the certificate representing such shares.Transaction Share

Dissenting Stockholders. (a) Notwithstanding anything any provision of this Agreement to the contrary contained hereincontrary, shares of Target Company Stock held by the Holders any holder of shares of Company Stock who shall has not have voted in favor of the Merger or consented thereto in writing and who shall have demanded has properly in writing appraisal for perfected such shares of Target Stock holder’s dissenters’ rights in accordance with and as contemplated by Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into, or represent into the right to receive, any portion of receive the Merger Consideration as set forth in Section 3.1. Such Holders of Dissenting Shares Consideration, but instead shall be entitled to receive payment of from the appraisal Surviving Corporation the value of such Dissenting Shares shares in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any dissenting stockholder unless and until such dissenting stockholder has complied with the applicable provisions of the DGCL and surrendered to Company the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time, a dissenting stockholder of Company fails to perfect, or effectively withdraws or loses, such holder’s right to appraisal of and payment for such holder’s shares, shares held by them in accordance with the provisions of Section 262 of the DGCL; provided that, if any Holder of Dissenting Shares (a “Dissenting Stockholder”) such holder shall effectively withdraw or lose (through failure be deemed to perfect or otherwise) such Holder’s dissenters’ rights under the DGCL, then, as of the later of have been converted at the Effective Time into the Merger Consideration, and the occurrence of such event, such Dissenting Shares Parent shall automatically be cancelled, extinguished issue and represent only the right to receive that portion of deliver the Merger Consideration as set forth in Section 3.1, without interest or dividends thereon, upon surrender by such holder of the certificate or certificates representing the shares of Company Stock held by such sharesholder.

Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary contained hereincontrary, any issued and outstanding shares of Target Common Stock held by the Holders a person (a “Dissenting Stockholder”) who shall has not have voted in favor of the Merger or consented thereto in writing to adopt this Agreement and who shall have demanded properly in writing demands appraisal for such shares of Target Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted intoas described in Section 1.4, or represent but shall, as of the Effective Time, be converted into the right to receive, any portion of the Merger Consideration receive such consideration as set forth in Section 3.1. Such Holders of Dissenting Shares shall may be entitled determined to receive payment of the appraisal value of be due to such Dissenting Shares held by them in accordance with the provisions of Stockholder pursuant to Section 262 of the DGCL; provided that, if any Holder of Dissenting Shares (a “Dissenting Stockholder”) shall effectively withdraw or lose (through failure unless such holder fails to perfect or otherwise) such Holder’s dissenters’ rights under the DGCLwithdraws or otherwise loses his right to appraisal. If, then, as of the later of after the Effective Time and the occurrence of such eventTime, such Dissenting Stockholder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Stockholder’s shares of Common Stock shall no longer be considered Dissenting Shares for the purposes of this Agreement and such holder’s shares of Common Stock shall automatically thereupon be cancelleddeemed to have been converted, extinguished at the Effective Time, as described in Section 1.4, and represent only such holder shall not be entitled to any interest thereon. Notwithstanding anything to the contrary contained in this Section 1.9, if the Agreement is terminated prior to the Effective Time, then the right of any Dissenting Stockholder to receive that portion be paid the fair market value of such holder’s Dissenting Shares pursuant to Section 262 of the Merger Consideration as set forth in Section 3.1, without interest or dividends thereon, upon surrender of the certificate representing such sharesDGCL shall cease.

Dissenting Stockholders. (a) Notwithstanding anything to the contrary contained herein, shares of Target Stock held by the Holders who shall any Company Share for which any Company Stockholder (such Company Stockholder, a “Dissenting Stockholder”) (a) has not have voted in favor of the Merger or consented thereto to it in writing writing, and who shall have (b) has demanded properly in writing the appraisal for of such shares of Target Stock Company Share in accordance with with, and has complied in all respects with, Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into, or represent into the right to receive, any receive the applicable portion of Transaction Share Consideration pursuant to Section 2.1(h). From and after the Merger Consideration as set forth in Section 3.1. Such Holders of Effective Time, (i) the Dissenting Shares shall be cancelled and extinguished and shall cease to exist and (ii) the Dissenting Stockholders shall be entitled only to receive payment of the appraisal value of such Dissenting Shares held by rights as may be granted to them in accordance with the provisions of under Section 262 of the DGCLDGCL and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Company or any of its Affiliates (including the SPAC); provided thatprovided, however, that if any Holder of Dissenting Shares (a “Dissenting Stockholder”) shall Stockholder effectively withdraw withdraws or lose loses such appraisal rights (through failure to perfect such appraisal rights or otherwise), then the Company Shares held by such Dissenting Stockholder (A) such Holder’s dissenters’ rights under the DGCLshall no longer be deemed to be Dissenting Shares, then, and (B) shall be treated as of the later of if they had been converted automatically at the Effective Time and the occurrence of such event, such Dissenting Shares shall automatically be cancelled, extinguished and represent only into the right to receive that the applicable portion of the Merger Transaction Share Consideration as set forth in pursuant to Section 3.1, without interest or dividends thereon, upon surrender of the certificate representing such shares.2.1