Common use of Dissenting Stockholders Clause in Contracts

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.1, but rather the holders of Dissenting Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Dissenting Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration as provided in Section 3.1. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. To the extent permitted by applicable Law, Parent shall have the opportunity to participate in and direct any and all negotiations and proceedings with respect to such

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, (a) "Dissenting Shares" means ----------------------- any shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person holder of HFP Common Stock who is becomes entitled to demand and properly demands appraisal payment of the fair value of such shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, Section 262 of under the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.1, but rather the DGCL. Any holders of Dissenting Shares shall be entitled to payment for such shares only to the extent permitted by the Surviving Corporation of the “fair value” of such Dissenting Shares and in accordance with Section 262the provisions of the DGCL; provided, however, that if if, in accordance with the DGCL, any holder of Dissenting Shares shall forfeit such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right payment of such holder to be paid the fair value of such holder’s Dissenting Shares shares, such shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, into and to have become exchangeable solely for, as of the Effective Time, the right to receive the Merger Consideration as consideration provided in Section 3.1this Article II (as No Election Shares). The Company (b) HFP shall provide give Xxxxxx (i) prompt notice to Parent of any written objections to the Merger and any written demands received by for the Company for appraisal payment of the fair value of any shares of Company Common Stockshares, withdrawals of such demands demands, and any other instruments served pursuant to Section 262 the DGCL received by the Company. To the extent permitted by applicable Law, Parent shall have HFP and (ii) the opportunity to participate in and direct any and all negotiations and proceedings with respect to suchsuch demands under the DGCL. HFP shall not voluntarily make any payment with respect to any demands for payment of fair value and shall not, except with the prior written consent of Xxxxxx, settle or offer to settle any such demands.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company any issued and outstanding Common Stock that are outstanding immediately prior to the Effective Time and that are Shares held by any a Person (as defined in Section 5.1(b)) (a "Dissenting Stockholder") who is entitled to demand and properly duly demands appraisal of such shares (“Dissenting Shares”) his Common Shares pursuant to, to the DGCL and who complies in with all respects with, Section 262 the provisions of the DGCL concerning the right of holders of Common Shares to demand appraisal of their Common Shares in connection with the Merger (“Section 262”"Dissenting Shares") shall not be converted as described in Section 4.1(c) but shall become the right to receive such cash consideration as may be determined to be due to such Dissenting Stockholder as provided in the DGCL. If, however, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Common Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration as provided in Section 3.1Per Share Purchase Price net of all withholding Taxes, but rather the holders of Dissenting Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Dissenting Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time intoany, and to have become exchangeable solely for, the right to receive the Merger Consideration as provided in Section 3.1without interest. The Company shall provide give Parent (i) prompt notice to Parent of any demands for appraisal of Common Shares received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. To the extent permitted by applicable Law, Parent shall have (ii) the opportunity to participate in and direct any and all negotiations and proceedings with respect to suchany such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person a person (a "Dissenting Stockholder") who is entitled to demand and properly duly demands appraisal of such his shares of Company Common Stock pursuant to the GBCC and complies with all the provisions of the GBCC concerning the right of holders of Company Common Stock to demand appraisal of their shares in connection with the Merger (“"Dissenting Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”") shall not be converted as described in Section 2.1(c), but shall become the right to receive such cash consideration as may be determined to be due to such Dissenting Stockholder as provided in the GBCC. If, however, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the GBCC, his shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration as provided in Section 3.1Consideration, but rather the holders of Dissenting Shares shall be entitled without interest, pursuant to payment by the Surviving Corporation of the “fair value” of such Dissenting Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease Sections 2.1(c) and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration as provided in Section 3.12.4. The Company shall provide give Parent (i) prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. To the extent permitted by applicable Law, Parent shall have ; and (ii) the opportunity to participate in and direct any and all negotiations and proceedings with respect to suchany such demand. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate any such demands, which consent shall not be unreasonably withheld.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, any shares of Company Common Target Capital Stock that are outstanding immediately prior to the Effective Time and that are held by any Person the Stockholders who is entitled to demand shall not have voted in favor of the Merger or consented thereto in writing and who shall have demanded properly demands in writing appraisal of such shares (“Dissenting Shares”) pursuant to, and who complies of Target Capital Stock in all respects with, accordance with Section 262 of the DGCL (“Section 262”) and who shall not withdraw or otherwise lose the right to appraisal and payment for such shares under the DGCL (collectively, the “Dissenting Shares”), shall not be converted into the Merger Consideration as set forth in Section 3.1, but shall instead be converted into the right to receive such consideration as provided by Subchapter XIII of the DGCL. Notwithstanding the foregoing, if any holder of Dissenting Shares (a “Dissenting Stockholder”) shall effectively withdraw or lose (through failure to perfect or otherwise) such dissenters’ appraisal rights under the DGCL, then, as of the later of the Effective Time and the occurrence of such event, such Dissenting Stockholder’s shares shall automatically be cancelled, extinguished and represent only the right to receive that portion of the Merger Consideration as provided set forth in Section 3.13.1(a)(i), but rather the holders of Dissenting Shares shall be entitled to payment by the Surviving Corporation without interest or dividends thereon, upon surrender of the “fair value” of Certificate representing such Dissenting Shares in accordance with Section 262; provided, however, that if any such holder Shares. Target shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration as provided in Section 3.1. The Company shall provide give Acquiror prompt written notice to Parent of any demands written demand for appraisal received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served Target pursuant to Section 262 received by of the Company. To the extent permitted by applicable Law, Parent shall have the opportunity to participate DGCL and any other notice or instrument served in and direct any and all negotiations and proceedings connection with respect to suchsuch dissenters’ rights.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Shares that are outstanding immediately prior to the Effective Time and that are held by any Person a holder thereof who is entitled to demand properly exercises and properly demands perfects appraisal of rights for such shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“Section 262”"Dissenting Shares") shall not will be converted into the right to receive the Merger Consideration as provided in Section 3.1, but rather the holders of Dissenting Shares shall be entitled to payment paid for by the Surviving Corporation of the “fair value” of such Dissenting Shares in accordance with Section 262262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal and payment under Section 262the DGCL, then the right of such holder to be paid the fair value such appraisal of such holder’s Dissenting its Company Common Shares shall cease and such Dissenting Company Common Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger Consideration as provided in Section 3.1this Article 3. The Company shall provide give Parent (a) prompt notice to Parent of any written demands for appraisal received by the Company for appraisal of any shares of Company Common StockCompany, withdrawals of such demands demands, and any other related instruments served pursuant to Section 262 of the DGCL and received by the Company. To the extent permitted by applicable Law, Parent shall have Company and (b) the opportunity to participate in and direct any and all negotiations and proceedings with respect to suchdemands for appraisals under the DGCL. The Company shall not, except with the prior written consent of Parent, (i) voluntarily make any payment with respect to any demands for appraisal for Dissenting Shares, (ii) offer to settle, or settle, any such demands, (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL, or (iv) agree to do any of the foregoing.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Shares that are outstanding immediately prior to the Effective Time (after giving effect to the exchange of the Rollover Shares as provided in Section 1.1) and that are held by any Person a holder thereof who is entitled to demand properly exercises and properly demands perfects appraisal of rights for such shares (“Dissenting Shares”) pursuant to, and who complies Shares in all respects with, accordance with Section 262 of the DGCL (“Section 262”the "Dissenting Shares") shall not will be converted into the right to receive the Merger Consideration as provided in Section 3.1, but rather the holders of Dissenting Shares shall be entitled to payment paid for by the Surviving Corporation of the “fair value” of such Dissenting Shares in accordance with Section 262262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal and payment under Section 262the DGCL, then the right of such holder to be paid the fair value such appraisal of such holder’s Dissenting its Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger Consideration as provided in consideration to which any such holder is entitled pursuant to Section 3.11.8. The Company shall provide give Buyer (a) prompt notice to Parent of any written demands for appraisal received by the Company for appraisal of any shares of Company Common StockCompany, withdrawals of such demands demands, and any other related instruments served pursuant to Section 262 of the DGCL and received by the Company. To the extent permitted by applicable Law, Parent shall have Company and (b) the opportunity to participate in and direct any and all negotiations and proceedings with respect to suchdemands for appraisals under the DGCL. The Company shall not, except with prior written consent of Buyer, (i) voluntarily make any payment with respect to any demands for appraisal for Dissenting Shares, (ii) offer to settle, or settle, any such demands, (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL, or (iv) agree to do any of the foregoing.

Dissenting Stockholders. Notwithstanding anything in ----------------------- this Agreement to the contrary, any issued and outstanding shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person a person (a "Dissenting Stockholder") who is entitled to demand and properly duly demands appraisal of such his shares of Company Common Stock pursuant to the CGCL and complies with all the provisions of the CGCL concerning the right of holders of Company Common Stock to demand appraisal of their shares in connection with the Merger (“"Dissenting Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”") shall not be converted into as described in Section 2.1(c), but shall become the right to receive the Merger Consideration such cash consideration as may be determined to be due to such Dissenting Stockholder as provided in Section 3.1, but rather the holders of Dissenting Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Dissenting Shares in accordance with Section 262; providedCGCL. If, however, that if any such holder shall fail Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the loses his right of such holder appraisal, in any case pursuant to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares CGCL, his shares shall be deemed to have been be converted as of the Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger Consideration as provided in Parent Stock, without interest, pursuant to Section 3.12.1(c). The Company shall provide give Parent (i) prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. To the extent permitted by applicable Law, Parent shall have ; and (ii) the opportunity to participate in and direct any and all negotiations and proceedings with respect to suchany such demand. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate any such demands.

Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, but only in the circumstances and to the extent provided by the DGCL, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person Company stockholders who is entitled did not vote such shares in favor of the Merger and who shall have properly and timely delivered to Company, as the case may be, a written demand and properly demands for appraisal of such their shares (“Dissenting Shares”) pursuant to, and who complies of the Company Common Stock in all respects with, accordance with Section 262 of the DGCL (“Section 262”"Dissenting Shares") shall not be converted into the right to receive receive, or be exchangeable for, the Cash Merger Consideration as provided in Section 3.1Consideration. Instead, but rather the holders of Dissenting Shares thereof shall be entitled to payment by the Surviving Corporation of the “fair value” value of such Dissenting Shares shares in accordance with the provisions of Section 262262 of the DGCL; provided, however, that (i) if any such holder of Dissenting Shares shall fail to perfect or otherwise shall waive, subsequently withdraw or lose the right to appraisal under Section 262, then the right its demand for payment of such holder to be paid the fair value of such holder’s Dissenting Shares Shares, or (ii) if any holder fails to establish and perfect its entitlement to the relief provided in Section 262 of the DGCL, the rights and obligations of such holder to receive such fair value shall cease terminate, and such Dissenting Shares shall thereupon be deemed to have been converted as of into the Effective Time intoright to receive, and to have become exchangeable solely for, as of the right to receive Effective Time, the Cash Merger Consideration as provided in accordance with Section 3.1. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. To the extent permitted by applicable Law, Parent shall have the opportunity to participate in and direct any and all negotiations and proceedings with respect to such3.2 hereof.