Common use of Statutory Rights of Appraisal Clause in Contracts

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who are entitled to demand and who shall have properly and validly demanded their statutory rights of appraisal in respect of such Shares in compliance in all respects with Section 262 of the DGCL (collectively, “Dissenting Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 2.7(a), but instead will be entitled to receive such consideration as may be determined to be due to such holder of Dissenting Shares pursuant to Section 262 of the DGCL, except that all Dissenting Shares held by any Company Stockholder who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Shares in the manner provided in Section 2.9.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who are entitled to demand and who shall have properly and validly demanded perfected their statutory rights of appraisal in respect of such Shares shares of Company Common Stock in compliance in all respects accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 2.7(a3.1(a), but instead will . Such Company Stockholders shall be entitled to receive payment of the fair value of such consideration as may be determined to be due to such holder Dissenting Company Shares in accordance with the provisions of Dissenting Shares pursuant to Section 262 of the DGCL, except that all Dissenting Company Shares held by any Company Stockholder Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, less any applicable withholding Taxes pursuant to Section 3.2(e) and without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Shares shares of Company Common Stock in the manner provided in Section 2.93.2.

Statutory Rights of Appraisal. (ia) Notwithstanding anything to the contrary set forth in this Agreement, all Shares any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who are entitled as to demand and who shall which the holders have properly and validly demanded their statutory rights of appraisal in respect of such Shares in compliance in all respects with shares of Company Common Stock pursuant to Section 262 of the DGCL DGCL, and have not effectively withdrawn such demand (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 2.7(a)3.7, but instead will rather such holders shall be entitled to receive such consideration as may be determined to be due only to such holder rights and payments as are due in accordance with the provisions of Dissenting Shares pursuant to Section 262 of the DGCL; provided, except however, that all Dissenting Company Shares held by any Company Stockholder holders who shall have failed to perfect or who shall have effectively otherwise waived, withdrawn or lost their rights to appraisal of with respect to such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Shares and Company Shares, shall thereupon be deemed to have been converted into, an Eligible Share and to have become exchangeable forbeen cancelled and converted, as of the Effective Time, into the right to receive the Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Shares in the manner provided in Section 2.9interest.