Common use of Shares of Dissenting Stockholders Clause in Contracts

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding Shares held by a person (a "Dissenting Stockholder") who complies with all the provisions of Delaware law concerning the right of holders of Shares to dissent from the Merger and require appraisal of their Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Delaware law. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right to appraisal, in any case pursuant to the DGCL, his Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any 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.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding Shares shares of Common Stock held by a person (a "Dissenting Stockholder") who complies with all the provisions of Delaware law concerning the right of holders of Shares to dissent from the Merger and require appraisal of their Shares ("Dissenting Shares") Stockholder shall not be converted as described in Section 3.01(c)) but, but as of the Effective Time of the Merger, shall no longer be converted into outstanding and shall automatically be canceled and retired and shall cease to exist and shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Delaware law. Ifthe laws of the State of Delaware; provided, however, that the shares of Common Stock outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Stockholder who shall, after the Effective TimeTime of the Merger, such Dissenting Stockholder withdraws withdraw his demand for appraisal or fails to perfect or otherwise loses lose his right to of appraisal, in any either case pursuant to the DGCL, his Shares shall be deemed to be converted as of the Effective Time of the Merger, into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any written demands for appraisal of Shares shares of Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding Shares shares of Common Stock held by a person (a "“Dissenting Stockholder"”) who objects to the Merger and complies with all the provisions of Delaware law Law concerning the right of holders of Shares shares of Common Stock to dissent from the Merger and require appraisal of their Shares ("Dissenting Shares") shall shares will not be converted as described in Section 3.01(c1.03(b), but shall will be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Delaware lawLaw. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal appraisal, or fails to perfect or otherwise loses his right to appraisal, in any case pursuant to the DGCLaccordance with Delaware Law, his Shares shall shares of Common Stock will be deemed to be have been converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall will give Parent (i) prompt notice of any demands for appraisal of Shares shares of Common Stock received by the Company and (ii) the opportunity to participate in and direct control all negotiations and proceedings with respect to any such demands. The Company shall will 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.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding Shares held by a person (a "Dissenting Stockholder") who complies with all the provisions of Delaware law concerning the right of holders of Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), ) but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Delaware lawthe laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right to of appraisal, in any case pursuant to the DGCL, his Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, such consent not to be unreasonably withheld, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding Shares shares of Company Stock held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law Law concerning the right of holders of Shares shares of Company Stock to dissent from the Merger and require appraisal of their Shares ("Dissenting Shares") shares shall not be converted as described in Section 3.01(c1.03(b), but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Delaware lawLaw. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right to appraisal, in any case pursuant to the DGCLDelaware Law, his Shares shares of Company Stock shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give the Parent (i) prompt notice of any demands for appraisal of Shares shares of Company Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of the Parent, make any payment with respect to, or settle, offer to settle settle, or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding Shares held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), ) but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Delaware lawthe laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right to of appraisal, in any case pursuant to the DGCL, his Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any 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.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any Any issued and outstanding Shares held by a person Person (a "“Dissenting Stockholder"”) who complies has not voted in favor of or consented to the adoption of this Agreement and the Merger and has complied with all the provisions of Delaware law the DGCL concerning the right of holders of Shares to dissent from the Merger and require appraisal of their Shares ("“Dissenting Shares"”) shall not be converted into the right to receive the Merger Consideration as described in Section 3.01(c3.1(c), but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Delaware lawthe procedures set forth in Section 262 of the DGCL. If, after the Effective Time, If such Dissenting Stockholder withdraws his its demand for appraisal or fails to perfect or otherwise loses his its right to of appraisal, in any case pursuant to the DGCL, his its Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger ConsiderationConsideration for each such Share, without interest. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsCompany. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued shares of Common Stock that are outstanding immediately prior to the Effective Time of the Merger and outstanding Shares that are held by a any person (a "Dissenting Stockholder") who objects to the Merger and complies with all Section 262 of the provisions of Delaware law DGCL concerning the right of holders of Shares Common Stock to dissent from the Merger and require appraisal of their Shares shares of Common Stock (a "Dissenting SharesStockholder") shall not be converted as described in Section 3.01(c)3.01(d) but, but as of the Effective Time of the Merger, shall no longer be converted into outstanding and shall automatically be canceled and retired and shall cease to exist and shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Delaware law. Ifthe laws of the State of Delaware; provided, however, that the shares of Common Stock (together with the associated Rights) outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Stockholder who shall, after the Effective TimeTime of the Merger, such Dissenting Stockholder withdraws withdraw his demand for appraisal or fails to perfect or otherwise loses lose his right to of appraisal, in any either case pursuant to the DGCL, his Shares shall be deemed to be converted as of the Effective Time of the Merger into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any written demands for appraisal of Shares shares of Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding Shares shares of Common Stock held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law Law concerning the right of holders of Shares shares of Common Stock to dissent from the Merger and require appraisal of their Shares ("Dissenting Shares") shall shares will not be converted as described in Section 3.01(c1.03(b), but shall will be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Delaware lawLaw. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal appraisal, or fails to perfect or otherwise loses his right to appraisal, in any case pursuant to the DGCLaccordance with Delaware Law, his Shares shall shares of Common Stock will be deemed to be have been converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall will give the Parent (i) prompt notice of any demands for appraisal of Shares shares of Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall will not, without the prior written consent of the Parent, make any payment with respect to, or settle, offer to settle settle, or otherwise negotiate, any such demands.