Common use of Shares of Dissenting Stockholders Clause in Contracts

Shares of Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, other than as provided in Section 3.3(b), any Shares that are issued and outstanding immediately prior to the Effective Time and held by a Company Stockholder who is entitled to demand and properly demands appraisal for such Shares in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration unless and until such Company Stockholder shall have effectively withdrawn or lost (through failure to perfect or otherwise) such stockholder’s right to obtain payment of the fair value of such stockholder’s Dissenting Shares under the DGCL, but shall instead be entitled only to such rights with respect to such Dissenting Shares as may be granted to such stockholder under the DGCL. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to stockholders of record prior to the Effective Time). The Company shall give the Parent (i) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments, notices, petitions, or other communication received from stockholders or provided to stockholders by the Company with respect to any Dissenting Shares or shares claimed to be Dissenting Shares, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of the Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such dissent.

Shares of Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, other than as provided in Section 3.3(b), any Shares shares of Company Common Stock that are issued and outstanding immediately prior to as of the Effective Time and that are held by a Company Stockholder stockholder who is entitled to demand and has properly demands exercised appraisal for such Shares in accordance with Section 262 of rights under the DGCL (the “Dissenting Shares”Shares “) shall not be converted into the right to receive the Merger Consideration unless and until such Company Stockholder the holder shall have failed to perfect, or shall have effectively withdrawn or lost (through failure to perfect or otherwise) such stockholder’s lost, the right to obtain payment of dissent from the fair value of such stockholder’s Dissenting Shares Merger under the DGCL, but shall instead DGCL and to receive such consideration as may be entitled only determined to such rights be due with respect to such Dissenting Shares as may be granted pursuant to such stockholder under and subject to the requirements of the DGCL. From If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right after the Election Deadline, each share of such holder’s Company Common Stock shall thereupon be deemed to have been converted into and after to have become, as of the Effective Time, Dissenting Shares shall not be entitled the right to vote for receive, without any purpose interest thereon, the Stock Election Consideration or be entitled to the payment of dividends Cash Election Consideration, or other distributions (except dividends or other distributions payable to stockholders of record prior to the Effective Time)a combination thereof, as determined by Newco, in its sole discretion. The Company shall give the Parent Newco (i) prompt notice of any notice or demands for appraisal or payment for shares of Company Common Stock received by the Company, withdrawals of such demands, and any other instruments, notices, petitions, or other communication received from stockholders or provided to stockholders by the Company with respect to any Dissenting Shares or shares claimed to be Dissenting Shares, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands for appraisal under the DGCLor notices. Except with Company shall not, without the prior written consent of the ParentNewco, the Company shall not make any payment with respect to, or settle, offer to settle or settleotherwise negotiate, any such dissentdemands.

Shares of Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, other than as provided in Section 3.3(b), 4.3(b) any Shares that are issued and outstanding immediately prior to the Effective Time and held by a Company Stockholder stockholder who is entitled to demand demand, and who has properly demands demanded, appraisal for of such Shares in accordance with pursuant to, and who complies with, Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration unless and until such Company Stockholder shall have effectively withdrawn or lost (through failure to perfect or otherwise) such stockholder’s right to obtain payment of the fair value of such stockholder’s Dissenting Shares under the DGCLConsideration, but shall instead be entitled only to such rights with respect to such Dissenting Shares as may be granted to such stockholder under the DGCL. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to stockholders of record prior to the Effective Time). The Company shall give notify the Parent holders of Shares of the availability of appraisal rights in connection with the Merger in accordance with Section 262(d)(2) of the DGCL at least twenty (i20) prompt notice of any demands for appraisal received by days prior to the Expiration Date; provided, however, that at the Company’s request, withdrawals Parent and Purchaser shall, at their own expense, disseminate such notice with the Offer Documents disseminated by Parent and Purchaser to holders of Shares on the date of the commencement of the Offer (provided that the Company shall have provided such demandsnotice to Parent and Purchaser prior to the date of commencement of the Offer). The Company shall promptly provide any notices of dissent (or withdrawal thereof) that it receives to Parent, and any other instruments, notices, petitions, or other communication received from stockholders or provided Parent shall have the right to stockholders by the Company with respect to any Dissenting Shares or shares claimed to be Dissenting Shares, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLeach such dissent. Except with the prior written consent of the Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such dissent.

Shares of Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, other than as provided in Section 3.3(b), any Shares that are Any issued and outstanding immediately prior shares of Company Common Stock held by a Dissenting Stockholder shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the NGCL; provided, however, shares of Company Common Stock outstanding at the Effective Time and held by a Company Dissenting Stockholder who is entitled shall, after the Effective Time, withdraw his, her or its demand for appraisal or lose his, her or its right of appraisal as provided in the NGCL, and such shares shall be deemed to demand and properly demands appraisal for such Shares in accordance with Section 262 be converted, as of the DGCL (“Dissenting Shares”) shall not be converted Effective Time, into the right to receive the Merger Consideration unless and until such Company Stockholder shall have effectively withdrawn or lost (through failure Consideration, in accordance with the procedures specified in this Article 3. Prior to perfect or otherwise) such stockholder’s right to obtain payment of the fair value of such stockholder’s Dissenting Shares under the DGCL, but shall instead be entitled only to such rights with respect to such Dissenting Shares as may be granted to such stockholder under the DGCL. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to stockholders of record prior to the Effective Time). The Company shall give the Parent HSCC (iA) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to the NGCL relating to appraisal rights received by the Company, withdrawals of such demands, and any other instruments, notices, petitions, or other communication received from stockholders or provided to stockholders by the Company with respect to any Dissenting Shares or shares claimed to be Dissenting Shares, and (iiB) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLNGCL. Except Prior to the Effective Time, the Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of the ParentHSCC, the Company shall not make any payment with respect to, settle or offer to settle or settle, any such dissentdemands.

Shares of Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, other than as provided in Section 3.3(b), any Shares shares of Company Common Stock that are issued and outstanding immediately prior to as of the Effective Time and that are held by a Company Stockholder stockholder who is entitled to demand and has properly demands exercised his appraisal for such Shares in accordance with Section 262 of rights under the DGCL (“Dissenting Shares”the "DISSENTING SHARES") shall not be converted into the right to receive the Merger Consideration unless and until such Company Stockholder the holder shall have failed to perfect, or shall have effectively withdrawn or lost (through failure to perfect or otherwise) such stockholder’s lost, his right to obtain payment of dissent from the fair value of such stockholder’s Dissenting Shares Merger under the DGCL, but shall instead DGCL and to receive such consideration as may be entitled only determined to such rights be due with respect to such Dissenting Shares as may be granted pursuant to such stockholder under and subject to the requirements of the DGCL. From If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right after the Election Deadline, each share of such holder's Company Common Stock shall thereupon be deemed to have been converted into and after to have become, as of the Effective Time, Dissenting Shares shall not be entitled the right to vote for receive, without any purpose interest thereon, the Stock Election Consideration or be entitled to the payment of dividends Cash Election Consideration, or other distributions (except dividends or other distributions payable to stockholders of record prior to the Effective Time)a combination thereof, as determined by Parent in its sole discretion. The Company shall give the Parent (i) prompt notice of any notice or demands for appraisal or payment for shares of Company Common Stock received by the Company, withdrawals of such demands, and any other instruments, notices, petitions, or other communication received from stockholders or provided to stockholders by the Company with respect to any Dissenting Shares or shares claimed to be Dissenting Shares, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands for appraisal under the DGCLor notices. Except with The Company shall not, without the prior written consent of the Parent, the Company shall not make any payment with respect to, or settle, offer to settle or settleotherwise negotiate, any such dissentdemands.

Shares of Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, other than as provided in Section 3.3(b), any Shares shares of Company Common Stock that are issued and outstanding immediately prior to as of the Effective Time and that are held by a Company Stockholder stockholder who is entitled to demand and has properly demands exercised appraisal for such Shares in accordance with Section 262 of rights under the DGCL (the “Dissenting SharesShares ”) shall not be converted into the right to receive the Merger Consideration unless and until such Company Stockholder the holder shall have failed to perfect, or shall have effectively withdrawn or lost (through failure to perfect or otherwise) such stockholder’s lost, the right to obtain payment of dissent from the fair value of such stockholder’s Dissenting Shares Merger under the DGCL, but shall instead DGCL and to receive such consideration as may be entitled only determined to such rights be due with respect to such Dissenting Shares as may be granted pursuant to such stockholder under and subject to the requirements of the DGCL. From If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right after the Election Deadline, each share of such holder’s Company Common Stock shall thereupon be deemed to have been converted into and after to have become, as of the Effective Time, Dissenting Shares shall not be entitled the right to vote for receive, without any purpose interest thereon, the Stock Election Consideration or be entitled to the payment of dividends Cash Election Consideration, or other distributions (except dividends or other distributions payable to stockholders of record prior to the Effective Time)a combination thereof, as determined by Newco, in its sole discretion. The Company shall give the Parent Newco (i) prompt notice of any notice or demands for appraisal or payment for shares of Company Common Stock received by the Company, withdrawals of such demands, and any other instruments, notices, petitions, or other communication received from stockholders or provided to stockholders by the Company with respect to any Dissenting Shares or shares claimed to be Dissenting Shares, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands for appraisal under the DGCLor notices. Except with Company shall not, without the prior written consent of the ParentNewco, the Company shall not make any payment with respect to, or settle, offer to settle or settleotherwise negotiate, any such dissentdemands.

Shares of Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, other than as provided in Section 3.3(b), any Shares that are Any issued and outstanding immediately prior shares of Company Common Stock held by a Dissenting Stockholder shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL; provided, however, shares of Company Capital Stock outstanding at the Effective Time and held by a Company Dissenting Stockholder who is entitled shall, after the Effective Time, withdraw his, her or its demand for appraisal or lose his, her or its right of appraisal as provided in the DGCL, and such shares shall be deemed to demand and properly demands appraisal for such Shares in accordance with Section 262 be converted, as of the DGCL (“Dissenting Shares”) shall not be converted Effective Time, into the right to receive the Merger Consideration unless and until such Company Stockholder shall have effectively withdrawn or lost (through failure Consideration, in accordance with the procedures specified in this Article 2. Prior to perfect or otherwise) such stockholder’s right to obtain payment of the fair value of such stockholder’s Dissenting Shares under the DGCL, but shall instead be entitled only to such rights with respect to such Dissenting Shares as may be granted to such stockholder under the DGCL. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to stockholders of record prior to the Effective Time). The Company shall give the Parent (iA) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to the DGCL relating to appraisal rights received by the Company, withdrawals of such demands, and any other instruments, notices, petitions, or other communication received from stockholders or provided to stockholders by the Company with respect to any Dissenting Shares or shares claimed to be Dissenting Shares, and (iiB) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except Prior to the Effective Time, the Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of the Parent, the Company shall not make any payment with respect to, settle or offer to settle or settle, any such dissent.demands. 2.5

Shares of Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, other than as provided in Section 3.3(b), in the event that appraisal rights shall be available for Shares pursuant to the provisions of the DGCL, any Shares that are issued and outstanding immediately prior to the Effective Time and held by a Company Stockholder stockholder who has not voted in favor of the Merger or consented thereto in writing and who is otherwise entitled to demand demand, and has properly demands demanded in writing, appraisal for such Shares in accordance with Section section 262 of the DGCL (“Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration unless and until such Company Stockholder shall have effectively withdrawn or lost (through failure to perfect or otherwise) such stockholder’s right to obtain payment of the fair value of such stockholder’s Dissenting Shares under the DGCLConsideration, but shall instead be entitled only to such rights with respect to such Dissenting Shares as may be granted to such stockholder under the DGCL. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to stockholders of record prior to the Effective Time). The Company shall give the Parent (i) give Parent prompt notice of any demands for appraisal notice received by the CompanyCompany of the intent of any holder of Shares to demand appraisal of any Shares, any written demand for appraisal, any withdrawals of such demands, thereof and any other instruments, notices, petitions, or other communication instruments served pursuant to section 262 of the DGCL and received from stockholders or provided to stockholders by the Company with respect to any Dissenting Shares or shares claimed to be Dissenting Shares, and (ii) the opportunity to direct keep Parent fully informed regarding all negotiations and proceedings with respect to demands the exercise of appraisal rights under section 262 of the DGCL, including providing Parent the opportunity to consult with the Company regarding the defense or settlement of any such appraisal demand, and giving due consideration to Parent’s advice with respect to such appraisal demand. The Company shall not settle any proceeding with respect to a demand for appraisal under the DGCL. Except with without the prior written consent of the Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such dissent.

Shares of Dissenting Stockholders. Any Company Shares a Stockholder properly exercising its dissent or appraisal rights under the applicable Corporate Law (aa "Dissenting Stockholder") Notwithstanding anything in this Agreement to the contrary, other than as provided in Section 3.3(b), any Shares that are issued and outstanding immediately prior to the Effective Time and held by a Company Stockholder who is entitled to demand and properly demands appraisal for such Shares in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not holds will be converted into the right to receive the Merger Consideration unless and until such Company Stockholder shall have effectively withdrawn or lost (through failure consideration as may be determined to perfect or otherwise) such stockholder’s right to obtain payment of the fair value of such stockholder’s Dissenting Shares under the DGCL, but shall instead be entitled only to such rights with respect due to such Dissenting Shares as may be granted to such stockholder Stockholder under the DGCL. From and applicable Corporate Law; except that Company Shares outstanding at the Effective Time that a Dissenting Stockholder holds for which, after the Effective Time, such Dissenting Shares shall not Stockholder withdraws its demand to exercise dissenters or appraisal rights or loses its right to exercise dissenters or appraisal rights as provided in the applicable Corporate Law, will be entitled deemed to vote for any purpose or be entitled to the payment converted, as of dividends or other distributions (except dividends or other distributions payable to stockholders of record prior to the Effective Time), into the right to receive the applicable Merger Consideration. The Company shall will give the Parent (ia) prompt notice of any written demands for the exercise of dissenters or appraisal received by the Companyrights, withdrawals of such demands, demands for the exercise of dissenters or appraisal rights and any other instruments, notices, petitions, or other communication received from stockholders or provided to stockholders by instruments served under the Company with respect to any Dissenting Shares or shares claimed to be Dissenting Sharesapplicable Corporate Law, and (iib) the opportunity to direct all negotiations and proceedings with respect to demands for exercise of dissenters or appraisal rights under the DGCLapplicable Corporate Law. Except with the prior written consent of the Parent, the The Company shall will not voluntarily make any payment with respect toto any purchase demands and will not, except with Parent's prior written consent, settle or offer to settle or settle, any such dissentdemands.

Shares of Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, other than as provided in Section 3.3(b2.3(b), any Shares that are issued and outstanding immediately prior to the Effective Time and held by a Company Stockholder who is entitled to demand and properly demands appraisal for such Shares in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration unless and until such Company Stockholder shall have effectively withdrawn or lost (through failure to perfect or otherwise) such stockholder’s right to obtain payment of the fair value of such stockholder’s Dissenting Shares under the DGCL, but shall instead be entitled only to such rights with respect to such Dissenting Shares as may be granted to such stockholder under the DGCL. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to stockholders of record prior to the Effective Time). The Company shall give the Parent (i) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments, notices, petitions, or other communication received from stockholders or provided to stockholders by the Company with respect to any Dissenting Shares or shares claimed to be Dissenting Shares, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of the Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such dissent.