Common use of Dissenting Company Shares Clause in Contracts

Dissenting Company Shares. Notwithstanding anything to the contrary in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder who has (A) neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto in writing and (B) properly demanded appraisal of such shares of Company Common Stock pursuant to, and in accordance with, Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7 but instead will be entitled only to such rights as are granted by Section 262 of the DGCL. Such Company Stockholder will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such Company Stockholder fails to perfect, effectively withdraws or waives, or otherwise loses such holder’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price in accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock Shares that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder Stockholders who has (A) neither voted have properly and validly exercised and perfected their statutory rights of appraisal in favor respect of such Shares in accordance with Subchapter H, Chapter 10 of the adoption TBOC (the “Dissenting Shareholder Statute” and any such Shares meeting the requirement of this Agreement or the Merger nor consented thereto in writing and (B) properly demanded appraisal of such shares of Company Common Stock pursuant tosentence, and in accordance with, Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”) will shall not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7 but instead will be entitled only to such rights as are granted by Section 262 of the DGCL2.10. Such Company Stockholder will Stockholders shall be entitled to receive payment of the appraised value of such Dissenting Company Shares amounts as are payable in accordance with the provisions of Section 262 of the DGCL. However, if, after Dissenting Shareholder Statute (it being understood that at the Effective Time, such Dissenting Company Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Company Stockholder shall cease to have any voting or other rights with respect thereto other than the right to receive the payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute); provided, however, that if any such Company Stockholder fails to perfect, perfect or effectively withdraws or waives, or otherwise loses such holder’s the right to appraisal of such Dissenting Company Shares pursuant to Section 262 the Dissenting Shareholder Statute, then the right of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, any such shares of payment shall cease and such Dissenting Company Common Stock will Shares shall be deemed to have been converted into, and to have become exchangeable cancelled and exchanged solely for, as of the Effective Time, the right to receive the Per Share Price Price, without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such Shares in accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Sharesthe manner provided in Section 2.12.

Dissenting Company Shares. Notwithstanding anything to the contrary in this Agreement, all shares of Company Common Stock Shares that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder who has (A) neither have not been voted in favor of the for adoption of this Agreement or the Merger nor consented thereto in writing and (B) with respect to which appraisal shall have been properly demanded appraisal of such shares of Company Common Stock pursuant to, and in accordance with, with Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”) will shall not be converted into, or represent into the right to receivereceive the Merger Consideration at or after the Effective Time unless and until the holder of such shares withdraws such holder’s demand for appraisal (in accordance with Section 262(k) of the DGCL) or becomes ineligible for such appraisal, but rather, the Per Share Price pursuant to this Section 2.7 but instead will holder of the Dissenting Shares shall be entitled only to payment of the fair value of such rights as are granted by Dissenting Shares in accordance with Section 262 of the DGCL. Such Company Stockholder will be entitled to receive payment If a holder of the appraised value of such Dissenting Company Shares shall withdraw (in accordance with the provisions of Section 262 262(k) of the DGCL. However) the demand for such appraisal or shall become ineligible for such appraisal, if, after the Effective Time, such Company Stockholder fails to perfect, effectively withdraws or waives, or otherwise loses such holder’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will be deemed to have been converted into, and to have become exchangeable forthen, as of the Effective TimeTime or the occurrence of such event, whichever last occurs, each of such holder’s Dissenting Shares shall cease to be a Dissenting Share and shall be converted into and represent the right to receive the Per Share Price Merger Consideration. The Company shall give Newco prompt written notice of any written demands received by the Company for appraisal of Company Shares and Newco shall have the right to participate at its own expense in accordance all negotiations and proceedings with this Agreement and will respect to such demands. The Company shall not thereafter be deemed to be Dissenting Company Sharesmake any payments with respect to, or compromise or settle any demand for, appraisal without the prior written consent of Newco.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder who has (A) neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto in writing and (B) properly demanded appraisal of such shares of Company Common Stock pursuant to, and in accordance with, Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”” until such time as such holder fails to perfect, effectively waives or withdraws or otherwise loses such holder’s appraisal rights under the DGCL with respect to such shares or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7 but instead will be entitled to only to such rights as are granted by Section 262 of the DGCL. Such Company Stockholder Stockholders will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, ifexcept, however, if after the Effective Time, such Company Stockholder fails to perfect, effectively withdraws or waives, or otherwise loses such holder’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price in accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder stockholder who has (A) neither has not voted in favor of the adoption of this Agreement Merger or the Merger nor consented thereto in writing and who has demanded appraisal for such shares in accordance with Section 262 of the DGCL, (B) properly demanded appraisal of such shares of Company Common Stock pursuant to, and in accordance with, complied with Section 262 of the DGCL DGCL, and (such shares being referred C) has not effectively withdrawn or lost its rights to collectively as the appraisal (“Dissenting Company Shares”) will shall not be converted into, or represent the right to receive, the Per Share Price Merger Consideration pursuant to this Section 2.7 but instead will 2.7. By virtue of the First Step Merger, all Dissenting Company Shares shall be entitled cancelled and shall cease to exist and shall represent the right to receive only to such those rights as are granted by provided under Section 262 of the DGCL. Such Company Stockholder will be entitled to receive payment of ; provided, however, that notwithstanding the appraised value of such foregoing, all Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, held by a stockholder who shall have failed to perfect or who shall have effectively withdrawn or lost such Company Stockholder fails to perfect, effectively withdraws or waives, or otherwise loses such holderstockholder’s right to appraisal of under such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will 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 Per Share Price Merger Consideration pursuant to Section 2.7(b), without any interest thereon, upon surrender of the Certificate(s) (or receipt of an agent’s message in accordance the case of Book-Entry Shares) that formerly evidenced such shares of Company Common Stock in the manner set forth in Section 2.8. The Company shall give Parent (x) prompt notice of, together with this Agreement copies of, any notice received by the Company of any stockholder’s intent to exercise its appraisal rights under Section 262 of the DGCL, demand received by the Company for payment of the fair value of any Company Shares, withdrawals of such demands, and will not thereafter be deemed any other instruments received by the Company which relate to be any such demand for dissenter’s rights and (y) the opportunity to direct and control all negotiations and proceedings with respect to demands for dissenter’s rights under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal rights or settle or offer to settle or compromise any such demands for payment in respect of Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder Stockholders who has have (A) neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto in writing and (B) properly demanded and validly exercised their statutory rights of appraisal in respect of such shares of Company Common Stock pursuant to, and in accordance with, with Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7 but instead will be entitled only to such rights as are granted by Section 262 of the DGCL2.7. Such Company Stockholder Stockholders will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such except that all Dissenting Company Stockholder fails Shares held by Company Stockholders who have failed to perfect, perfect or who have effectively withdraws withdrawn or waives, or otherwise loses such holder’s right lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price Price, without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock in accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Sharesthe manner provided in Section 2.9.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock that are Shares issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder stockholder who has (A) neither has not tendered such Company Shares into the Offer (other than if such Company Shares were validly withdrawn) and has not voted in favor of the adoption of this Agreement Merger or the Merger nor consented thereto in writing and writing, who has demanded appraisal for such shares in accordance with Section 262 of the DGCL, (B) properly demanded appraisal of such shares of Company Common Stock pursuant to, and in accordance with, complied with Section 262 of the DGCL DGCL, and (such shares being referred C) has not effectively withdrawn or lost its rights to collectively as the appraisal (“Dissenting Company Shares”) will shall not be converted into, or represent the right to receive, the Per Share Price Merger Consideration pursuant to this Section 2.7 but instead will 3.6. By virtue of the Merger, all Dissenting Company Shares shall be entitled cancelled and shall cease to exist and shall represent the right to receive only to such those rights as are granted by provided under Section 262 of the DGCL. Such Company Stockholder will be entitled to receive payment of ; provided, however, that notwithstanding the appraised value of such foregoing, all Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, held by a stockholder who shall have failed to perfect or who shall have effectively withdrawn or lost such Company Stockholder fails to perfect, effectively withdraws or waives, or otherwise loses such holderstockholder’s right to appraisal of under such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will 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 Per Share Price Merger Consideration pursuant to Section 3.6(b), without any interest thereon, upon surrender of the Certificate(s) (or receipt of an agent’s message in accordance the case of Book-Entry Shares) that formerly evidenced such shares of Company Common Stock in the manner set forth in Section 3.7. The Company shall give Parent (x) prompt notice of, together with this Agreement copies of, any notice received by the Company of any stockholder’s intent to exercise its appraisal rights under Section 262 of the DGCL, demand received by the Company for payment of the fair value of any Company Shares, withdrawals of such demands, and will not thereafter be deemed any other instruments received by the Company which relate to be any such demand for dissenter’s rights and (y) the opportunity to direct and control all negotiations and proceedings with respect to demands for dissenter’s rights under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal rights or settle or offer to settle or compromise any such demands for payment in respect of Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary in this Agreement, all shares of Company Common Stock Shares that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder who has (A) neither have not been voted in favor of the for adoption of this Agreement or the Merger nor consented thereto in writing and (B) with respect to which appraisal shall have been properly demanded appraisal of such shares of Company Common Stock pursuant to, and in accordance with, with Section 262 of the DGCL (such shares being referred to collectively as the “"Dissenting Company Shares”") will shall not be converted intointo the right to receive the Merger Consideration at or after the Effective Time unless and until the holder of such shares withdraws his demand for such appraisal (in accordance with Section 262(k) of the DGCL) or becomes ineligible for such appraisal. If a holder of Dissenting Shares shall withdraw (in accordance with Section 262(k) of the DGCL) his demand for such appraisal or shall become ineligible for such appraisal, then, as of the Effective Time or the occurrence of such event, whichever last occurs, each of such holder's Dissenting Shares shall cease to be a Dissenting Share and shall be converted into and represent the right to receivereceive the Merger Consideration. The Company shall give Parent prompt notice of any demands received by the Company for appraisal of Company Shares, and Parent shall have the Per Share Price pursuant right to this Section 2.7 but instead will be entitled only participate in all negotiations and proceedings with respect to such rights as are granted by Section 262 demands. The Company shall not make any payments with respect to, or compromise or settle, any demand for appraisal without the written consent of Parent. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such stockholder's right to dissent from the DGCL. Such Company Stockholder will be entitled Merger prior to receive payment of the appraised value Election Date, each of such Dissenting holder's Company Shares in accordance with shall thereupon be deemed to be Non-Election Shares for all purposes of this Article III. If any holder of Dissenting Shares shall have failed to perfect or has effectively withdrawn or lost such stockholder's right to dissent from the provisions of Section 262 of the DGCL. However, if, Merger after the Effective TimeElection Date, such Company Stockholder fails to perfect, effectively withdraws or waives, or otherwise loses each of such holder’s right to appraisal of such Dissenting 's Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will shall thereupon be deemed to have been converted into, into and to have become exchangeable forbecome, as of the Effective Time, the right to receive the Per Share Price Stock Consideration or the Cash Consideration, or a combination thereof, as determined by Parent, subject to Section 3.1(j), in accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Sharesits sole discretion.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Capital Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder Stockholders who has have (A) neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto in writing and (B) properly demanded and validly exercised their statutory rights of appraisal in respect of such shares of Company Common Stock pursuant toor Company Convertible Preferred Stock, and as applicable, in accordance with, with Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”) will not be converted into, or represent the right (if any) to receive, the Per Share Price pursuant to this Section 2.7 but instead will be entitled only to such rights as are granted by Section 262 of the DGCL2.7. Such Company Stockholder Stockholders will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such except that all Dissenting Company Stockholder fails Shares held by Company Stockholders who have failed to perfect, perfect or who have effectively withdraws withdrawn or waives, or otherwise loses such holder’s right lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right (if any) to receive the Per Share Price pursuant to this Section 2.7 (less any payments made by the Surviving Corporation with respect to such Company Common Stock or Company Convertible Preferred Stock, as applicable, before entry of judgment in accordance with this Agreement and will not thereafter be deemed to be Dissenting Section 262(h) of the DGCL), upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company SharesCapital Stock in the manner provided in Section 2.9.

Dissenting Company Shares. Notwithstanding anything to the contrary in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder holder, or owned by a Person, who has (A) neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto to the Merger in writing and (B) properly demanded appraisal of such shares of Company Common Stock pursuant to, and in accordance with, Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7 but instead instead, such holders or other applicable Persons holding or owning the Dissenting Company Shares will be entitled only to such rights as are granted by Section 262 of the DGCLDGCL (it being understood that at the Effective Time, such Dissenting Company Shares will no longer be outstanding, will automatically be cancelled and will cease to exist). Such Company Stockholder holder or other applicable Person will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such Company Stockholder holder or other applicable Person fails to perfect, effectively withdraws or waives, or otherwise loses such holderPerson’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder Person is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price in accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Shares.

Dissenting Company Shares. (a) Notwithstanding anything in this Agreement to the contrary contrary, Dissenting Company Shares shall not be converted into the right to receive the Merger Consideration as provided in this AgreementSection 2.6(a), all shares but rather, the holders of Dissenting Company Common Stock that are issued and outstanding as of immediately prior Shares shall be entitled only to the Effective Time and held by a Company Stockholder who has (A) neither voted in favor payment of the adoption of this Agreement or the Merger nor consented thereto in writing and (B) properly demanded appraisal value of such shares of Dissenting Company Common Stock pursuant to, and Shares in accordance with, with the provisions of Section 262 of the DGCL less any applicable Taxes required to be withheld in accordance with Section 2.12 with respect to such payment (and, at the Effective Time, such shares being referred to collectively as the “Dissenting Company Shares”) will not Shares shall no longer be converted intooutstanding and shall automatically be canceled and shall cease to exist, or represent and such holders shall cease to have any right with respect thereto, except the right to receive, receive the Per Share Price pursuant to this Section 2.7 but instead will be entitled only to such rights as are granted by Section 262 of the DGCL. Such Company Stockholder will be entitled to receive payment of the appraised appraisal value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However); provided, ifthat, after the Effective Time, if any such holder of Dissenting Company Stockholder fails Shares shall fail to perfect, effectively withdraws or waives, perfect or otherwise loses such holder’s shall waive, withdraw or lose the right to appraisal of such Dissenting Company Shares pursuant and payment under and to the extent set forth in and in accordance with Section 262 of the DGCL (whether occurring before, at or a court after the Effective Time), then the right of competent jurisdiction determines that such holder is not entitled to be paid the relief provided by Section 262 appraisal value of the DGCL, such shares of holder’s Dissenting Company Common Stock will Shares shall cease and such Dissenting Company Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, as of the Effective Time, the right to receive the Per Share Price Merger Consideration (without interest thereon) as provided in accordance with this Agreement Section 2.6(a), and will such shares shall not thereafter be deemed to be Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder holder, or owned by a Person, who has (A) neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto to the Merger in writing and (B) properly demanded appraisal of such shares of Company Common Stock pursuant to, and in accordance with, Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7 but instead instead, such holders or other applicable Persons holding or owning the Dissenting Company Shares will be entitled only to such rights as are granted by Section 262 of the DGCL. Such Company Stockholder holder or other applicable Person will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such Company Stockholder holder or other applicable Person fails to perfect, effectively withdraws or waives, or otherwise loses such holderPerson’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder Person is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price in accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder Stockholder, who has (A) neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto to the Merger in writing and (B) properly demanded appraisal of such shares of Company Common Stock pursuant to, and in accordance with, Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7 but instead instead, such Company Stockholder holding or owning the Dissenting Company Shares will be entitled only to such rights as are granted by Section 262 of the DGCL. Such Company Stockholder will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such Company Stockholder holder or other applicable Person fails to perfect, effectively withdraws or waives, or otherwise loses such holderPerson’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder Person is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price in accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder Stockholders who has (A) neither voted have not tendered such shares in favor the Offer and who are entitled to and who shall have properly and validly exercised their statutory rights of the adoption of this Agreement or the Merger nor consented thereto appraisal in writing and (B) properly demanded appraisal respect of such shares of Company Common Stock pursuant to, and in accordance with, with Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7 but instead will be entitled only to such rights as are granted by Section 262 3.1(a)(ii). Holders of the DGCL. Such Dissenting Company Stockholder Shares will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after DGCL (and at the Effective Time, such Dissenting Company Stockholder fails Shares shall no longer be outstanding and shall automatically be canceled and cease to perfectexist, and such holders shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL), except that all Dissenting Company Shares held by Stockholders who shall have failed to perfect or who shall have effectively withdraws waived, withdrawn or waives, or otherwise loses such holder’s right lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock in accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Sharesthe manner provided in Section 3.4.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder Stockholders who has have (A) neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto in writing and (B) properly demanded made a demand for appraisal in respect of such shares of Company Common Stock pursuant to, and in accordance with, with Section 262 of the DGCL and has neither effectively withdrawn, failed to perfect, waived, or otherwise lost such stockholder’s right to appraisal (such shares being referred to collectively as the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7 but instead will be entitled only to such rights as are granted by Section 262 of the DGCL2.7. Such Company Stockholder Stockholders will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such except that all Dissenting Company Stockholder fails Shares held by Company Stockholders who have failed to perfect, perfect or who have effectively withdraws withdrawn or waives, or otherwise loses such holder’s right lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price Price, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock in accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Sharesthe manner provided in Section 2.9.

Dissenting Company Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary in this Agreementcontrary, all shares of Company Common Stock Shares that are issued and outstanding as of immediately prior to the Effective Time and which are held by a Company Stockholder stockholders who has (A) neither shall have not voted in favor of the adoption of this Agreement Merger or the Merger nor consented thereto in writing and (B) properly who shall have duly demanded and perfected in writing appraisal of for such shares of Company Common Stock pursuant to, and Shares in accordance with, with Section 262 of the DGCL (such shares being referred to collectively as collectively, the “Dissenting Company Shares”) will shall not be converted into, into or represent the right to receive, receive the Per Share Price applicable consideration due to such holder pursuant to this Section 2.7 but instead will 2.06 above unless the stockholder holding such Dissenting Company Shares shall have forfeited his, her or its right to appraisal under the DGCL or properly withdrawn, his, her or its demand for appraisal. From and after the Effective Time, a holder of Dissenting Company Shares shall not have and shall not be entitled only to such rights as are granted by Section 262 exercise any of the DGCLvoting rights or other rights of a stockholder of the Surviving Corporation. Such Company Stockholder will stockholders shall be entitled to receive payment of the appraised value of such Dissenting Company Shares held by them in accordance with the provisions of such Section 262 of the DGCL. However262, if, after the Effective Time, such except that all Dissenting Company Stockholder fails Shares held by stockholders who shall have failed to perfect, perfect or who effectively withdraws shall have withdrawn or waives, or otherwise loses such holder’s right lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price applicable consideration due to such holder pursuant to Section 2.06 above, without any interest thereon, upon surrender, in accordance with this Agreement and will not thereafter be deemed to be the manner provided in Section 2.12, of the certificate or certificates that formerly evidenced such Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder holder, or owned by a Person, who has (A) neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto to the Merger in writing and (B) properly demanded appraisal of such shares of Company Common Stock pursuant to, and in accordance with, Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7 but instead instead, such holders or other applicable Persons holding or owning the Dissenting Company Shares will be entitled only to such rights as are granted by Section 262 of the DGCL. Such Company Stockholder holder or other applicable Person will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such Company Stockholder holder or other applicable Person fails to perfect, effectively withdraws or waives, or otherwise loses such holderPerson’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder Person is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price in accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Shares.