Common use of Shares Subject to Appraisal Rights Clause in Contracts

Shares Subject to Appraisal Rights. (a) Notwithstanding anything to the contrary contained in this Agreement, any share of Company Common Stock that, as of the Effective Time, is held by a holder who has preserved appraisal rights under Section 262 of the DGCL with respect to such share shall not be converted into or represent the right to receive the Merger Consideration, and the holder of such share shall be entitled only to such rights with respect to such share as may be granted to such holder pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such appraisal rights shall not be perfected or the holder of such share shall otherwise lose such holder's appraisal rights with respect to such share, then, as of the later of the Effective Time or the time of the failure to perfect such status or the loss of such rights, such share shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate representing such share) the Merger Consideration.

Shares Subject to Appraisal Rights. (a) Notwithstanding anything to the contrary contained in this Agreement, any share shares of Company TDK Common Stock that, as of the Effective Time, is are held by a holder holders who has have as of the Effective Time preserved appraisal rights under Section 262 of the DGCL with respect to such share shares shall not be converted into or represent the right to receive the Merger ConsiderationPer Share Consideration in accordance with Section 1.6(a), and the holder or holders of such share shares shall be entitled only to such rights with respect to such share as may be granted provided to such holder or holders pursuant to Section 262 of the DGCL; PROVIDEDprovided, HOWEVERhowever, that if such appraisal rights shall not be perfected or the holder holders of such share shares shall otherwise lose such holder's their appraisal rights with respect to such shareshares, then, as of the later of the Effective Time or the time of the failure to perfect such status or the loss of such rights, such share shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate representing such sharea Certificate or Certificates) the Merger ConsiderationPer Share Consideration in accordance with Section 1.6(a), without interest.