Common use of Dissenting Common Stock Clause in Contracts

Dissenting Common Stock. (a) Notwithstanding anything in this Agreement to the contrary, Common Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“Dissenting Common Stock”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses its right to appraisal. A holder of Dissenting Common Stock shall be entitled to receive payment of the appraised value of the Common Stock held by it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses its right to appraisal, in which case such Common Stock shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Common Stock pursuant to Section 2.2. (b) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Common Stock received by the Company pursuant to Section 262 of DGCL, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to participate in the conduct of all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal.

Dissenting Common Stock. (a) Notwithstanding anything in this Agreement to the contrary, Common Stock outstanding immediately prior to the Effective Time and which is held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“Dissenting Common Stock”) shall not be converted into a the right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses its right to appraisal. A holder of Dissenting Common Stock shall be entitled to receive payment of the appraised value of the Common Stock held by it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses its right to appraisal, in which case such Common Stock shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Common Stock pursuant to Section 2.23.6. (b) The Company shall give the Parent (i) prompt notice of any written demands for appraisal of any Common Stock received by the Company pursuant to Section 262 of DGCL, withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to participate in the conduct of 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 voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal.

Dissenting Common Stock. (a) Notwithstanding anything in this Agreement to the contrary, shares of Common Stock issued and outstanding immediately prior to the Effective Time and that are held by a holder Stockholder who has did not voted vote in favor of the Merger or consented consent thereto in writing and who has complied with is entitled to demand and properly demands appraisal for such shares of Common Stock (“Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Dissenting Common Stock”) shall will not be converted into a the right to receive the Merger Per-Share Consideration, unless such holder fails to perfect or withdraws or otherwise loses its right to appraisal. A holder of Dissenting Common Stock shall but instead will be entitled to receive payment of the appraised fair value of the Common Stock held by it such shares in accordance with the provisions of Section 262 of the DGCL, unless, after . At the Effective Time, the Dissenting Shares, if any, will no longer be outstanding and will automatically be canceled and will cease to exist, and each holder of Dissenting Shares will cease to have any rights with respect thereto, except the right to receive the fair value of such holder shares in accordance with the provisions of Section 262 of the DGCL. Notwithstanding the foregoing, if any such Stockholder fails to perfect or perfect, withdraws or loses its right to appraisal, in which case the Dissenting Shares held by such Common Stock shall Stockholder will no longer be Dissenting Shares and will be, as of the later of the Effective Time and the occurrence of such withdrawal or loss, treated as if they had been converted as of the Effective Time into and represent only the a right to receive the Merger applicable Per-Share Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Common Stock pursuant to Section 2.2be paid as provided in ‎Section 2.05(c). (b) The Company shall will give Parent (i) Buyer prompt written notice of any written demands for appraisal of any Common Stock received by the Company pursuant to Section 262 of DGCLCompany, or withdrawals or attempted withdrawals of such demands demands, and any other instruments instruments, notices or demands served pursuant to the DGCL and Applicable Law that are received by the Company relating to Stockholders’ rights of appraisal appraisal, and (ii) Buyer will have the opportunity right to participate in the conduct of all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Except with the prior written consent of ParentBuyer, the Company shall will not voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisal, waive any failure to timely deliver a written demand for appraisal under the DGCL, approve any withdrawal of any such demands or propose or otherwise agree to do any of the foregoing.

Dissenting Common Stock. (a) Notwithstanding anything in any provision of this Agreement to the contrary, if and to the extent required by the MBCA, shares of Company Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a holder holders of such shares of Company Common Stock who has not voted have properly exercised dissenters' rights with respect thereto in favor accordance with Sections 302A.471 and 302A.473 of the Merger MBCA and have not withdrawn or consented thereto in writing and who has complied with Section 262 of lost such rights (the DGCL (“Dissenting Common Stock”) "DISSENTING COMMON STOCK"), shall not be converted into a or represent the right to receive the Merger Consideration, unless but rather, holders of such holder fails to perfect or withdraws or otherwise loses its right to appraisal. A holder shares of Dissenting Common Stock shall be entitled to receive payment of the appraised fair value of the such shares of Dissenting Common Stock held by it in accordance with the provisions of Section 262 302A.473 of the DGCL, unlessMBCA unless and until such holders fail to perfect or effectively withdraw or otherwise lose their rights to dissent and payment under Sections 302A.471 and 302A.473 of the MBCA. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses its right to appraisalsuch right, in which case such shares of Dissenting Common Stock shall thereupon be treated as if they had been converted into and represent only to have become, for each such share, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. Notwithstanding anything to the contrary contained in this Section 2.03, upon surrender if (i) the Merger is rescinded or abandoned or (ii) the Company Shareholders do not approve the Merger and this Agreement, then the right of any shareholder to be paid the Certificate or Certificates representing fair value of such shareholder's shares of Dissenting Common Stock pursuant to Section 2.2. (b) 302A.473 of the MBCA shall cease. The Company shall give Parent (i) Purchaser prompt notice of any written demands for appraisal notice of intent to demand payment of fair value of any shares of Company Common Stock under Section 302A.473 of the MBCA received by the Company pursuant with respect to Section 262 shares of DGCLDissenting Common Stock, withdrawals of such demands and any other instruments served pursuant to Purchaser shall have the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity right to participate in the conduct of all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Except The Company shall not, except with the prior written consent of ParentPurchaser, the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle dissenters' rights or offer to settle or settle any such demands for appraisalmade by holders of any shares of Dissenting Common Stock.