Common use of Shares of Company Clause in Contracts

Shares of Company. Common Stock held by shareholders of the Company who have, prior to the taking of the vote of the Company's shareholders on the Merger, filed with the Company written demand for the appraisal of their shares of Company Common Stock in accordance with the applicable provisions of the CCC, shall not be deemed to be converted into the right to receive the Merger Consideration unless, and until such time as, such shareholders shall have withdrawn, failed to perfect, or shall have effectively lost, their right to appraisal of or payment for their shares of Company Common Stock under the CCC, at which time such shares shall be converted into the right to receive the Merger Consideration as provided in this Section 3.1. The Company shall give Parent prompt notice of any demand received by the Company for payment of shares of Company Common Stock from a Dissenting Shareholder, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demand. The Company agrees that it will not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demand for payment. Each Dissenting Shareholder who becomes entitled, pursuant to the provisions of the CCC, to the payment of the value of his, her or its shares shall receive payment therefor from Parent or Subsidiary (but only after the value thereof shall have been agreed upon or finally determined pursuant to the terms of this Agreement and as provided under the CCC). In the event that any Dissenting Shareholder shall have withdrawn, failed to perfect, or shall have effectively lost, his right to appraisal of and payment for his, her or its shares, Parent shall issue and deliver, upon surrender by such Dissenting Shareholder of his, her or its certificate or certificates representing shares of Company Common Stock, the Merger Consideration to which such Dissenting Shareholder may then be entitled under and pursuant to this Section 3.1.

Shares of Company. Common Stock held by shareholders of the Company who have, issued and outstanding immediately prior to the taking Effective Time that are held by any holder who has not voted in favor of the vote approval of this Agreement and the Merger and is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the Company's shareholders on the Merger, filed with the Company written demand for the appraisal of their shares of Company Common Stock in accordance with the applicable provisions of the CCC, DGCL ("Section 262") shall not be deemed to be converted into the right to receive the Merger Consideration unlesspayable pursuant to Section 2.1(b), but instead such holder shall be entitled to payment of the fair value of such shares (the "Appraisal Shares") in accordance with the provisions of Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and until such time aseach holder of Appraisal Shares shall cease to have any rights with respect thereto, such shareholders shall have withdrawn, failed to perfect, or shall have effectively lost, their right to appraisal of or payment for their shares of Company Common Stock under the CCC, at which time such shares shall be converted into except the right to receive the Merger fair value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder's Appraisal Shares under Section 262 shall cease and each of such Appraisal Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Cash Consideration as provided in this with respect to such shares (without regard to Section 3.12.1(b)(y)). The Company shall give Parent deliver prompt notice to Parent of any demand received by the Company demands for payment appraisal of any shares of Company Common Stock from Stock, any withdrawal of such a Dissenting Shareholderdemand for appraisal and any other instrument delivered to the Company pursuant to Section 262, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demanddemands. The Prior to the Effective Time, the Company agrees that it will shall not, except with without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demand for payment. Each Dissenting Shareholder who becomes entitleddemands, pursuant or agree to the provisions do any of the CCC, to the payment of the value of his, her or its shares shall receive payment therefor from Parent or Subsidiary (but only after the value thereof shall have been agreed upon or finally determined pursuant to the terms of this Agreement and as provided under the CCC). In the event that any Dissenting Shareholder shall have withdrawn, failed to perfect, or shall have effectively lost, his right to appraisal of and payment for his, her or its shares, Parent shall issue and deliver, upon surrender by such Dissenting Shareholder of his, her or its certificate or certificates representing shares of Company Common Stock, the Merger Consideration to which such Dissenting Shareholder may then be entitled under and pursuant to this Section 3.1foregoing.