Common use of Dissenting Company Shares Clause in Contracts

Dissenting Company Shares. Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL but only to the extent required thereby, Shares which are issued and outstanding immediately prior to the Effective Time and which are held by holders of such Shares who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (the "Dissenting Company Shares") will not be exchangeable for the right to receive the Merger Consideration, and holders of such Shares will be entitled to receive payment of the appraised value of such Shares in accordance with the provisions of such Section 262 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 right, such Shares will thereupon be treated as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. Upon the Company's receipt of any notice of election to dissent in accordance with the provisions of such Section 262, the Company shall promptly provide Investor with a copy of such notice of election to dissent. The Company shall not, except with the prior written consent of Investor, make any payment with respect to any such election to dissent or offer to settle or settle any such election to dissent.

Dissenting Company Shares. Notwithstanding any provision of this Agreement to the contrary, if required by the DGCL but only to the extent required thereby, Shares shares of Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by holders of such Shares who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (the "“Dissenting Company Shares"”) will not be exchangeable for the right to receive the Merger Consideration, and holders of such Shares shares will be entitled to receive payment of the appraised value of such Shares shares in accordance with the provisions of such Section 262 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 right, such Shares shares will thereupon be treated as if they had been converted into and have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. Upon the Company's ’s receipt of any notice of election to dissent appraisal demand in accordance with the provisions of such Section 262, the Company shall as promptly as reasonably practicable provide Investor Parent with a copy of such notice of election to dissentappraisal demand. The Company shall not, except with the prior written consent of InvestorParent, make any payment with respect to any such election to dissent appraisal demand or offer to settle or settle any such election to dissentappraisal demand.