Common use of Shares of Dissenting Stockholders Clause in Contracts

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Common Stock or Convertible Preferred Stock outstanding immediately prior to the Effective Time and held by a holder who has properly exercised his appraisal rights in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as set forth herein, unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, his right to dissent from the Merger under the DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the DGCL. The Company shall give prompt notice to Parent of any demands for appraisal of any shares of Common Stock or Convertible Preferred Stock, and Parent shall have the opportunity to reasonably participate in all negotiations and proceedings with respect to such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Common Stock or Convertible Preferred Stock any issued and outstanding immediately prior to the Effective Time and Shares held by a holder who has properly exercised his appraisal rights in accordance with Section 262 of the DGCL (the “Dissenting Shares”) Stockholder shall not be converted into as described in Section 2.7(c) but shall become the right to receive the Merger Consideration as set forth herein, unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, his right to dissent from the Merger under the DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Shares Stockholder pursuant to and subject the DGCL; provided, however, that Shares outstanding immediately prior to the requirements Effective Time of the Merger and held by a Dissenting Stockholder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal, in either case pursuant to the DGCL, 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 to Parent of any written demands for appraisal of any shares of Common Stock or Convertible Preferred Stock, Shares received by the Company and Parent shall have (ii) the opportunity to reasonably participate in 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 offer to settleotherwise negotiate, any such demands, or agree to do any of the foregoing.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Common Stock or Convertible Preferred Stock outstanding immediately prior to the Effective Time and held by a holder who has properly exercised his appraisal rights in accordance with Section 262 of the DGCL (the ““ Dissenting Shares”) shall cease to be outstanding and be cancelled. Dissenting Shares shall not be converted into the right to receive the Merger Consideration as set forth herein, unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, his right to dissent from the Merger under the DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the DGCL. The Company shall give prompt notice to Parent of any demands for appraisal of any shares of Common Stock or Convertible Preferred Stock, and Parent shall have the opportunity to reasonably participate in all negotiations and proceedings with respect to such demands. The Company shall not, without the prior written consent of ParentParent or as otherwise required by Law, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Common Stock or Convertible Preferred Stock outstanding immediately prior to the Effective Time and held by a holder who has properly exercised his appraisal rights in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall cease to be outstanding and be cancelled. Dissenting Shares shall not be converted into the right to receive the Merger Consideration as set forth herein, unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, his right to dissent from the Merger under the DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the DGCL. The Company shall give prompt notice to Parent of any demands for appraisal of any shares of Common Stock or Convertible Preferred Stock, and Parent shall have the opportunity to reasonably participate in all negotiations and proceedings with respect to such demands. The Company shall not, without the prior written consent of ParentParent or as otherwise required by Law, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Shares of Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, shares of other than as provided in Section 4.3(b) any Common Stock Shares or Convertible Series A Preferred Stock Shares that are issued and outstanding immediately prior to the Effective Time and held by a holder stockholder who is entitled to demand, and who has properly exercised his demanded, appraisal rights in accordance with of such shares pursuant to, and who complies with, Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as set forth hereinin Section 4.1, unless and until the holder but shall have failed instead be entitled only to perfect, or shall have effectively withdrawn or lost, his right to dissent from the Merger under the DGCL and to receive such consideration as may be determined to be due rights with respect to such Dissenting Shares pursuant as may be granted to such stockholder under the DGCL. From and subject after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the requirements payment of dividends or other distributions (except dividends or other distributions payable to stockholders of record prior to the DGCLEffective Time). The Company shall give prompt notice promptly provide any notices of dissent and any other information or documents with respect thereto that it receives to Parent of any demands for appraisal of any shares of Common Stock or Convertible Preferred StockParent, and Parent shall have the opportunity right to reasonably participate in and control all negotiations and proceedings with respect to each such demandsdissent. The Company shall not, without Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or offer to settle, any such demands, or agree to do any of the foregoingdissent.

Shares of Dissenting Stockholders. Notwithstanding Subject to Section 6.2(e), notwithstanding anything in this Agreement to the contrary, any shares of Company Common Stock or Convertible Preferred Stock that are outstanding immediately prior to as of the Effective Time and that are held by a holder stockholder who has properly exercised his appraisal rights in accordance with under Section 262 of the DGCL (the “"Dissenting Shares”") shall not be converted into the right to receive the Merger Consideration as set forth hereinConsideration; provided, unless and until the however, if any such holder shall have failed to perfect, perfect or shall have effectively withdrawn or lost, lost his right to dissent from the Merger under the DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the DGCL, each share of such holder's Company Common Stock thereupon shall be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without any interest thereon, the Merger Consideration in accordance with Section 2.1(c). The Company shall give Parent (i) prompt written notice to Parent of any all demands for appraisal of any or payment for shares of Company Common Stock or Convertible Preferred Stock, received by the Company prior to the Effective Time in accordance with the DGCL and Parent shall have (ii) the opportunity to reasonably participate in and direct all negotiations and proceedings with respect to such demandsdemands and notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or offer to settleotherwise compromise or negotiate, any such demands, or agree to do any of the foregoing.