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 has not voted in favor of or consented to the Merger and complies with all the provisions of the DGCL concerning the right of holders of Shares to require appraisal of their Shares ("Dissenting Shares") shall not be converted as described in Section 3.1(c), but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL. If, after the Effective Time, 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 Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration for each such Share, without interest or dividends. The Company shall give Parent prompt notice of any demands for appraisal of Shares received by the Company. 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.

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 has not voted in favor of or consented approval of this Agreement and objects to the Merger and complies with all the provisions of the DGCL concerning the right of holders of Shares to require appraisal of dissent from the Merger and obtain payment for their Shares ("“Dissenting Shares"”) shall not be converted into the right to receive the Merger Consideration as described in Section 3.1(c), but shall become be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the procedures set forth in Section 262 of the DGCL. If, after the Effective Time, If such Dissenting Stockholder withdraws his its demand for appraisal payment or fails to perfect or otherwise loses his its right of appraisalpayment, 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 Consideration for each such Share, without interest or dividendsinterest. The Company shall give Parent prompt notice of any demands for appraisal payment of Dissenting Shares received by the Company. 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.

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 has not voted in favor of or consented to the Merger and complies with all the provisions of the DGCL 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 3.1(c), 3.01(c) but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCLlaws 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 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 for each such Share, without interest or dividendsConsideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares received by the CompanyCompany 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 offer to settleotherwise 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 has not voted in favor of or consented to the Merger and complies with all the provisions Sections 86 through 98, inclusive, of the DGCL MBCL 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 3.1(c), 2.01(c) but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCLMBCL. If, after the Effective Time, 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 DGCLMBCL, his Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration for each such Share, without interest or dividendsConsideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares received by the CompanyCompany 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 offer to settleotherwise 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 has not voted in favor of or consented to the Merger and complies with all the provisions of the DGCL concerning the right of holders of Shares to require appraisal of their Shares ("Dissenting Shares") Stockholder shall not be converted as described in Section 3.1(c), 3.01(c) but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL. Iflaws 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 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 for each such Share, without interest or dividendsConsideration. The Company shall give Parent (i) prompt notice of any written demands for appraisal of Shares shares of Common Stock received by the CompanyCompany and (ii) the opportunity to 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 offer to settleotherwise 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 has not voted in favor of or consented to the Merger and complies with all the applicable provisions of the DGCL concerning the right rights of holders of Shares to require appraisal of their Shares ("Dissenting Shares") ), as appropriate, shall not be converted as described in Section 3.1(c2.1(a), but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL. If, after the Effective Time, 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 Shares shall be deemed to be converted cancelled as of the Effective Time and be converted into the right to receive the Merger Consideration for each such Share, without interest or dividendsallocated as provided in Section 2.1(a). The Company shall give Parent Newco prompt notice of any demands for appraisal of Shares received by the Company. The Company shall not, without the prior written consent of ParentNewco, make any payment with respect to, or settle or offer to settle, any such demands.. (e)

Shares of Dissenting Stockholders. Notwithstanding anything in this the Agreement to the contrary, any issued and outstanding Shares held by a person (a "Dissenting Stockholder") who has not voted in favor of or consented to the Merger and complies with all the provisions of the DGCL 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 3.1(c), 3.01(c) but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCLlaws 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 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 for each such Share, without interest or dividendsConsideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares received by the CompanyCompany 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 offer to settleotherwise negotiate, any such demands.

Shares of Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, any issued Company Common Shares that are outstanding immediately prior to the Effective Time and outstanding Shares that are held by a person (a "Dissenting Stockholder") stockholders who has shall not have voted in favor of or consented the Merger and who shall have demanded properly in writing appraisal of such shares in accordance with Section 262 of the DGCL and who object to the Merger and complies comply with all the provisions of the DGCL concerning the right of holders of Shares such person to require dissent from the Merger and demand appraisal of their Shares such shares (collectively, the "Dissenting Shares") shall not be converted as described in Section 3.1(c), but shall become into or represent the right to receive the Merger Consideration. Such stockholders shall be entitled to receive the amounts determined in accordance with the provisions of such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCLSection 262. If, after the Effective Time, any such Dissenting Stockholder holder effectively withdraws his the demand for appraisal or fails to perfect or otherwise loses his preserve such right of to appraisal, in any either case pursuant to the DGCL, his such Dissenting Shares shall thereupon be deemed to be have been converted into and to have become exchangeable for, as of the Effective Time into Time, the right to receive the Merger Consideration for each such Sharereceive, without any interest or dividends. The Company shall give Parent prompt notice of any demands for appraisal of Shares received by thereon, the Company. 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 demandsPer Share Cash Amount.