Common use of Dissenters’ Shares Clause in Contracts

Dissenters’ Shares. Notwithstanding any provision of this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and held by holders of such Shares who exercise appraisal rights with respect thereto in accordance with applicable provisions of the DGCL, including, without limitation, Section 262 thereof (the “Dissenters’ Shares”) will not be exchangeable for the right to receive the Merger Consideration, and holders of such Dissenters’ Shares will be entitled to receive payment of the appraised value of such Dissenters’ Shares in accordance with those provisions unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights to appraisal and payment under the DGCL, such Dissenters’ Shares will thereupon be treated as if they had been converted into and to have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. The Company shall give Parent prompt notice of any demands received by the Company for appraisals of Shares. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands. Notwithstanding any provision of this Agreement to the contrary, if Parent or the Company abandons or is finally enjoined or prevented from carrying out the Merger and the other transactions contemplated under this Agreement, the right of each holder of Dissenters’ Shares to receive payment of the appraised value of Shares as provided herein shall terminate, effective as of the time of such abandonment, injunction, prevention or rescission.

Dissenters’ Shares. Notwithstanding any provision Section 1.5(a) of this Agreement to the contraryAgreement, Shares that are shares of Company Common Stock issued and outstanding immediately prior to at the Effective Time and which are held by holders a holder who has not voted in favor of the Merger and who has demanded payment for such Shares who exercise appraisal rights with respect thereto shares in accordance with applicable provisions Chapter 13 of the DGCL, including, without limitation, Section 262 thereof California General Corporation Law (the “Dissenters’ "Dissenting Company Shares”") will shall not be exchangeable for converted into or represent the right to receive the Merger Consideration, Parent Common Stock payable thereon pursuant to Section 1.4 and holders of such Dissenters’ Shares will shall be entitled only to receive payment such rights of appraisal as are granted by Chapter 13 of the appraised value of such Dissenters’ Shares in accordance with those provisions California General Corporation Law ("Dissenting Provisions"); unless and until such holders fail holder fails to perfect or effectively withdraw withdraws or lose their rights otherwise loses his or her right to appraisal and payment under the DGCLappraisal. If, If after the Effective Time, Time any such holder fails to perfect or effectively withdraws or loses such rights his right to appraisal and payment under the DGCLappraisal, such Dissenters’ Shares will thereupon shares of Company Common Stock shall be treated as if they had been converted into and to have become exchangeable for, at the Effective Time, Time into the right to receive the Merger Consideration, without any interest thereonParent Common Stock payable thereon pursuant to Section 1.5. The Company shall give Parent prompt notice of any demands received upon receipt by the Company of any written objection to the Merger and such written demands for appraisals payment for shares of SharesCompany Common Stock under the Dissenting Provisions, and the withdrawals of such demands, and any other instruments provided to the Company pursuant to the Dissenting Provisions (any shareholder duly making such demand being hereinafter called a "Dissenting Shareholder"). Each Dissenting Shareholder that becomes entitled, pursuant to the Dissenting Provisions, to payment for any shares of Company Common Stock held by such Dissenting Shareholder shall receive payment therefor from Parent (but only after the amount thereof shall have been agreed upon or at the times and in the amounts required by the Dissenting Provisions) and all of such Dissenting Shareholder's shares of Company Common Stock shall be canceled. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands. Notwithstanding any provision of this Agreement to the contrary, if Parent or the Company abandons or is finally enjoined or prevented from carrying out the Merger and the other transactions contemplated under this Agreement, the right of each holder of Dissenters’ Shares to receive demand for payment of the appraised value of Shares as provided herein shall terminate, effective as of the time of such abandonment, injunction, prevention or rescissionby a Dissenting Shareholder.

Dissenters’ Shares. Notwithstanding any other provision of this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by holders stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who properly shall have demanded appraisal for such Shares who exercise appraisal rights with respect thereto shares in accordance with applicable provisions of the DGCLDGCL (collectively, including, without limitation, Section 262 thereof (the “Dissenters’ Shares”) will shall not be exchangeable for converted into or represent the right to receive the Merger Consideration, and holders of such Dissenters’ Shares will . Such stockholders instead shall be entitled to receive payment of the appraised value of such shares held by them in accordance with the provisions of the DGCL, except that all Dissenters’ Shares in accordance with those provisions unless and until such holders fail held by stockholders who shall have failed to perfect or who effectively withdraw shall have withdrawn or lose otherwise lost their rights to appraisal and payment of such shares under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights to appraisal and payment under the DGCL, such Dissenters’ Shares will DGCL shall thereupon be treated as if they had deemed to have been converted into and to have become exchangeable forexchangeable, at as of the Effective Time, for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 3.3 of the Certificate or Certificates that, immediately prior to the Effective Time, evidenced such Shares. The Company LFC shall give Parent IBC (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by LFC relating to stockholders’ rights of appraisal, and (ii) the Company for appraisals opportunity to participate in all negotiations and proceedings with respect to demands under the DGCL consistent with the obligations of SharesLFC thereunder. The Company LFC shall not, except with the prior written consent of ParentIBC, (x) make any payment with respect to any demands for appraisal or such demand, (y) offer to settle or settle any such demands. Notwithstanding demand for appraisal or (z) waive any provision of this Agreement failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the contrary, if Parent or the Company abandons or is finally enjoined or prevented from carrying out the Merger and the other transactions contemplated under this Agreement, the right of each holder of Dissenters’ Shares to receive payment of the appraised value of Shares as provided herein shall terminate, effective as of the time of such abandonment, injunction, prevention or rescissionDGCL.

Dissenters’ Shares. Notwithstanding any other provision of this Agreement to the contrary, Company Shares that are issued and outstanding immediately prior to the Effective Time and which are held by holders stockholders who shall not have voted in favor of the Merger or consented thereto in writing and who shall have properly demanded appraisal for such Shares who exercise appraisal rights with respect thereto shares in accordance with applicable provisions of the DGCLMaryland Law (collectively, including, without limitation, Section 262 thereof (the “Dissenters’ Shares”) will shall not be exchangeable for converted into or represent the right to receive the Merger Consideration, and holders of such Dissenters’ Shares will stockholders instead shall be entitled to receive payment of the appraised value of such shares held by them in accordance with the provisions of Maryland Law; provided that all Dissenters’ Shares in accordance with those provisions unless and until such holders fail held by stockholders who shall have failed to perfect or who effectively withdraw shall have withdrawn or lose otherwise lost their rights to appraisal and payment of such shares under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights to appraisal and payment under the DGCL, such Dissenters’ Shares will Maryland Law shall thereupon be treated as if they had deemed to have been converted into and to have become exchangeable forexchangeable, at as of the Effective Time, for the right to receive the Merger Considerationreceive, without any interest thereon, the Cash Election Price upon surrender in the manner provided in Section 3.5 of the Certificates that, immediately prior to the Effective Time, evidenced such shares, subject to proration in accordance with the provisions of Section 3.3 hereof in the event that such failure to perfect, withdrawal or other loss of appraisal rights occurs prior to the Effective Time. The Company shall give Parent (i) prompt notice of any written objections to the Merger and any written demands for the payment of the fair value of any shares, withdrawals of such demands and any other instruments received by the Company for appraisals of Sharesrelating to appraisal rights under Maryland Law with respect to the Company Shares and (ii) the opportunity to participate in all negotiations and proceedings with respect to such demands. The Company shall not voluntarily make any payment with respect to any demands for payment of the fair value of the Company Shares and shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal settle or offer to settle or settle any such demands. Notwithstanding any provision of this Agreement to the contrary, if Parent or the Company abandons or is finally enjoined or prevented from carrying out the Merger and the other transactions contemplated under this Agreement, the right of each holder of Dissenters’ Shares to receive payment of the appraised value of Shares as provided herein shall terminate, effective as of the time of such abandonment, injunction, prevention or rescission.

Dissenters’ Shares. Notwithstanding any other provision of this Agreement to the contrary, Shares no holder of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and held by holders of such Shares who exercise has perfected a demand for appraisal rights with respect thereto in accordance with applicable provisions to its Company Common Stock pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) shall be entitled to receive the Company Common Stock Merger Consideration with respect to the Company Common Stock owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost such Dissenting Stockholder's right to appraisal under the DGCL, including, without limitation, . Each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 thereof of the DGCL with respect to such Dissenting Shares. If any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) his or her appraisal rights, then, as of the “Dissenters’ Shares”) will not later of Effective Time and the occurrence of such event, such holder's shares of Company Common Stock shall automatically be exchangeable for converted into and represent only the right to receive the Merger Consideration, and holders of consideration for Company Common Stock to which such Dissenters’ Shares will stockholder would otherwise be entitled pursuant to receive payment the terms of this Agreement, without interest thereon, upon surrender of the appraised value Certificate, in the manner provided herein, representing such shares and delivery of such Dissenters’ Shares in accordance with those provisions unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights to appraisal and payment under the DGCL, such Dissenters’ Shares will thereupon be treated as if they had been converted into and to have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereonan executed letter of transmittal. The Company shall give Parent (i) prompt notice upon receipt by the Company of any written demands for appraisal, withdrawals or attempted withdrawals of such demands, any other instruments served pursuant to applicable Law that are received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings with respect to any demand for appraisals of Sharesappraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding any provision of this Agreement to the contrary, if Parent or the Company abandons or is finally enjoined or prevented from carrying out the Merger and the other transactions contemplated under this Agreement, the right of each holder of Dissenters’ Shares to receive payment of the appraised value of Shares as provided herein shall terminate, effective as of the time of such abandonment, injunction, prevention or rescission.

Dissenters’ Shares. Notwithstanding any other provision of this Agreement to the contrary, Company Shares that are issued and outstanding immediately prior to the Effective Time and which are held by holders stockholders who shall not have voted in favor of the Merger or consented thereto in writing and who shall have properly demanded appraisal for such Shares who exercise appraisal rights with respect thereto shares in accordance with applicable provisions of Maryland Law (collectively, the DGCL, including, without limitation, Section 262 thereof (the “Dissenters’ Shares”"DISSENTERS' SHARES") will shall not be exchangeable for converted into or represent the right to receive the Merger Consideration, and holders of such Dissenters’ Shares will stockholders instead shall be entitled to receive payment of the appraised value of such Dissenters’ Shares shares held by them in accordance with those the provisions unless and until such holders fail of Maryland Law; provided that all Dissenters' Shares held by stockholders who shall have failed to perfect or who effectively withdraw shall have withdrawn or lose otherwise lost their rights to appraisal and payment of such shares under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights to appraisal and payment under the DGCL, such Dissenters’ Shares will Maryland Law shall thereupon be treated as if they had deemed to have been converted into and to have become exchangeable forexchangeable, at as of the Effective Time, for the right to receive the Merger Considerationreceive, without any interest thereon, the Cash Election Price upon surrender in the manner provided in Section 3.5 of the Certificates that, immediately prior to the Effective Time, evidenced such shares, subject to proration in accordance with the provisions of Section 3.3 hereof in the event that such failure to perfect, withdrawal or other loss of appraisal rights occurs prior to the Effective Time. The Company shall give Parent (i) prompt notice of any written objections to the Merger and any written demands for the payment of the fair value of any shares, withdrawals of such demands and any other instruments received by the Company for appraisals of Sharesrelating to appraisal rights under Maryland Law with respect to the Company Shares and (ii) the opportunity to participate in all negotiations and proceedings with respect to such demands. The Company shall not voluntarily make any payment with respect to any demands for payment of the fair value of the Company Shares and shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal settle or offer to settle or settle any such demands. Notwithstanding any provision of this Agreement to the contrary, if Parent or the Company abandons or is finally enjoined or prevented from carrying out the Merger and the other transactions contemplated under this Agreement, the right of each holder of Dissenters’ Shares to receive payment of the appraised value of Shares as provided herein shall terminate, effective as of the time of such abandonment, injunction, prevention or rescission.

Dissenters’ Shares. Notwithstanding any other provision of this Agreement to the contrary, Shares no holder of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and held by holders of such Shares who exercise has perfected a demand for appraisal rights with respect thereto in accordance with applicable provisions to its Company Common Stock pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) shall be entitled to receive the Company Common Stock Merger Consideration with respect to the Company Common Stock owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost such Dissenting Stockholder’s right to appraisal under the DGCL, including, without limitation, . Each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 thereof of the DGCL with respect to such Dissenting Shares. If any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) his or her appraisal rights, then, as of the “Dissenters’ Shares”) will not later of Effective Time and the occurrence of such event, such holder’s shares of Company Common Stock shall automatically be exchangeable for converted into and represent only the right to receive the Merger Consideration, and holders of consideration for Company Common Stock to which such Dissenters’ Shares will stockholder would otherwise be entitled pursuant to receive payment the terms of this Agreement, without interest thereon, upon surrender of the appraised value Certificate, in the manner provided herein, representing such shares and delivery of such Dissenters’ Shares in accordance with those provisions unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights to appraisal and payment under the DGCL, such Dissenters’ Shares will thereupon be treated as if they had been converted into and to have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereonan executed letter of transmittal. The Company shall give Parent (i) prompt notice upon receipt by the Company of any written demands for appraisal, withdrawals or attempted withdrawals of such demands, any other instruments served pursuant to applicable Law that are received by the Company relating to stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings with respect to any demand for appraisals of Sharesappraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding any provision of this Agreement to the contrary, if Parent or the Company abandons or is finally enjoined or prevented from carrying out the Merger and the other transactions contemplated under this Agreement, the right of each holder of Dissenters’ Shares to receive payment of the appraised value of Shares as provided herein shall terminate, effective as of the time of such abandonment, injunction, prevention or rescission.