Common use of Dissenting Company Shares Clause in Contracts

Dissenting Company Shares. (A) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by stockholders who shall have properly and validly exercised their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to this Section 2.5. Such stockholders shall 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, except that all Dissenting Company Shares held by stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 2.6. (B) The Company shall give Parent (1) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (2) the opportunity and right (at Parent’s election) to direct and control all negotiations and proceedings with respect to demands for appraisal 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 or settle or offer to settle any such demands for payment in respect of Dissenting Company Shares.

Dissenting Company Shares. (A) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued have not been voted for adoption of this Agreement and outstanding immediately prior with respect to the Effective Time and held by stockholders who which appraisal shall have been properly and validly exercised their statutory rights of appraisal in respect of such Company Shares demanded in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent into the right to receive, receive the Merger Consideration pursuant to this 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 2.5. Such stockholders 262(k) of the DGCL) or becomes ineligible for such appraisal, but rather, the holder of the Dissenting Shares shall be entitled only to receive payment of the appraised fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL, except that all . If a holder of Dissenting Company Shares held by stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such withdraw (in accordance with Section 262 262(k) of the DGCL DGCL) the demand for such appraisal or shall thereupon be deemed to have been converted intobecome ineligible for such appraisal, 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 Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 2.6. (B) . The Company shall give Parent (1) Newco prompt written notice of any written demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect for appraisal of Dissenting Company Shares and (2) Newco shall have the opportunity and right (to participate at Parent’s election) to direct and control its own expense in all negotiations and proceedings with respect to demands for appraisal under Delaware Law in respect of Dissenting Company Sharessuch demands. The Company shall notnot make any payments with respect to, except with or compromise or settle any demand for, appraisal without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for payment in respect of Dissenting Company SharesNewco.