Common use of Shares of Dissenting Stockholders Clause in Contracts

Shares of Dissenting Stockholders. Notwithstanding anything --------------------------------- in this Agreement to the contrary, any shares of Company Common Stock and Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a stockholder who did not vote in favor of the Merger or consent to the Merger in writing and has properly exercised appraisal rights (the "Dissenting Shares") under the DGCL shall not be converted into the right to receive the Merger Consideration (as defined below) unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder's right to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost the right to appraisal, then as of the occurrence of such event, each share of Company Common Stock and Company Preferred Stock held by such holder shall thereupon 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. The Company shall give Public (i) prompt notice of any notice or demand for appraisal or payment for shares of Company Common Stock or attempted withdrawals of such demands received by the Company and (ii) the right to participate in all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of Public, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding Notwith-standing anything --------------------------------- in this Agreement to the contrary, any shares of Company Common Stock and Company Preferred Stock that are issued and outstanding immediately prior FTX Common Shares held by a person (a "DISSENTING STOCKHOLDER") who has not voted in favor of or consented to the Merger and complies with Section 262 and all other provisions of Delaware law concerning the right of holders of FTX Common Shares to require appraisal of their FTX Common Shares ("DISSENTING SHARES") shall not be converted in the manner provided in SECTION 1.5(b), but shall become 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 of appraisal, in any case pursuant to the DGCL, the FTX Common Shares owned by such stockholders shall be deemed to be canceled as of the Effective Time and that are held by a stockholder who did not vote in favor of the Merger or consent to the Merger in writing and has properly exercised appraisal rights (the "Dissenting Shares") under the DGCL shall not be converted into the right to receive the Merger Consideration (as defined below) unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder's right to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost the right to appraisal, then as of the occurrence of such event, each share of Company Common Stock and Company Preferred Stock held by such holder shall thereupon be deemed to have been converted into and to have become, as of the Effective Time, become the right to receive, without any interest thereonin respect of each such canceled FTX Common Share, the Merger Considerationconsideration set forth in Section 1.5(b) to be delivered in exchange for a FTX Common Share pursuant to the Merger. The Company FTX shall give Public IGL (i) prompt notice of any notice or demand demands for appraisal or payment for of shares of Company Common Stock or attempted withdrawals of such demands received by the Company FTX and (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or noticesdemands. The Company FTX shall not, without the prior written consent of PublicIGL, 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 shares of Company Common Stock and Company Preferred Stock that are issued and outstanding immediately prior to as of the Effective Time and that are held by a stockholder who did not vote in favor of the Merger or consent to the Merger in writing and has properly exercised appraisal rights (the "Dissenting Shares") under the DGCL (the “Dissenting Shares “) shall not be converted into the right to receive the Merger Consideration (as defined below) unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder's the right to appraisal 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. If any such holder shall have so failed to perfect or shall have effectively withdrawn or lost such right after the right to appraisal, then as of the occurrence of such eventElection Deadline, each share of such holder’s Company Common Stock and Company Preferred Stock held by such holder shall thereupon 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 Stock Election Consideration or the Cash Election Consideration, or a combination thereof, as determined by Newco, in its sole discretion. The Company shall give Public Newco (i) prompt notice of any notice or demand demands for appraisal or payment for shares of Company Common Stock or attempted withdrawals of such demands received by the Company and (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of PublicNewco, 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 shares of Company MCI Common Stock and Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a stockholder stockholders who did shall not vote have voted in favor of the Merger or consent to the Merger consented thereto in writing and has who shall have demanded properly exercised in writing appraisal rights for such shares in accordance with Section 262 of the DGCL (collectively, the "Dissenting Shares") under the DGCL shall not be converted into or represent the right to receive the Merger Consideration (as defined below) unless and until Consideration. Such stockholders shall be entitled to receive payment of the holder shall have failed to perfect, or shall have effectively withdrawn or lost, appraised value of such holder's right to appraisal under shares of MCI Common Stock held by them in accordance with the provisions of Section 262 of the DGCL. If any such holder , except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have effectively withdrawn or lost the right their rights to appraisal, then as of the occurrence appraisal of such event, each share shares of Company MCI Common Stock and Company Preferred Stock held by under such holder Section 262 shall thereupon be deemed to have been converted into and to have becomebecome exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Merger Consideration. The Company MCI shall give Public BT (i) prompt notice of any notice or demand demands for appraisal or payment for shares of Company MCI Common Stock or attempted withdrawals of such demands received by the Company MCI and (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company MCI shall not, without the prior written consent of PublicBT, 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 shares of Company Common Stock and Company Preferred Stock that are issued and outstanding immediately prior to as of the Effective Time and that are held by a stockholder who did not vote in favor of the Merger or consent to the Merger in writing and has properly exercised appraisal rights (the "Dissenting Shares") under the DGCL (the “Dissenting Shares ”) shall not be converted into the right to receive the Merger Consideration (as defined below) unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder's the right to appraisal 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. If any such holder shall have so failed to perfect or shall have effectively withdrawn or lost such right after the right to appraisal, then as of the occurrence of such eventElection Deadline, each share of such holder’s Company Common Stock and Company Preferred Stock held by such holder shall thereupon 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 Stock Election Consideration or the Cash Election Consideration, or a combination thereof, as determined by Newco, in its sole discretion. The Company shall give Public Newco (i) prompt notice of any notice or demand demands for appraisal or payment for shares of Company Common Stock or attempted withdrawals of such demands received by the Company and (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of PublicNewco, 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 shares of Company Common Stock and Company Preferred Stock that are issued and outstanding immediately prior to as of the Effective Time and that are held by a stockholder who did not vote in favor of the Merger or consent to the Merger in writing and has properly exercised his appraisal rights under the DGCL (the "Dissenting SharesDISSENTING SHARES") under the DGCL shall not be converted into the right to receive the Merger Consideration (as defined below) unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder's his right to appraisal 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. If any such holder shall have so failed to perfect or shall have effectively withdrawn or lost such right after the right to appraisal, then as of the occurrence of such eventElection Deadline, each share of such holder's Company Common Stock and Company Preferred Stock held by such holder shall thereupon 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 Stock Election Consideration or the Cash Election Consideration, or a combination thereof, as determined by Parent in its sole discretion. The Company shall give Public Parent (i) prompt notice of any notice or demand demands for appraisal or payment for shares of Company Common Stock or attempted withdrawals of such demands received by the Company and (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of PublicParent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.