Common use of Dissenting Company Stockholders Clause in Contracts

Dissenting Company Stockholders. Notwithstanding any provision of this Agreement to the contrary, if required by Indiana Law, but only to the extent required thereby, shares of Company Common Stock that 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 23-1-44-8 of Indiana Law (the "Dissenting Shares") will not be exchangeable for the right to receive the Merger Consideration. Each holder of such Dissenting Shares will be entitled to receive payment of the appraised value of such Shares in accordance with the provisions of such Section 23-1-44-8 unless and until such holder fails to perfect or effectively waives, withdraws or loses his or her rights to appraisal and payment under Indiana Law. If, after the Effective Time, any such holder fails to perfect or effectively waives, withdraws or loses such right, such 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 will give Parent prompt notice of any demands received by the Company for appraisals of shares of Company Common Stock prior to the Effective Time and, prior to the Effective Time, the Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenting Company Stockholders. Notwithstanding any provision of this Agreement to the contrary, if required by Indiana Law, the DGCL but only to the extent required thereby, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and which are held by holders of such shares Shares who have properly exercised appraisal rights with respect thereto in accordance with Section 23-1-44-8 262 of Indiana Law the DGCL (the "Dissenting Shares") will not be exchangeable for the right to receive the Merger Consideration. Each holder of such Dissenting Shares will be entitled to receive payment of the appraised value of such Shares in accordance with the provisions of such Section 23-1-44-8 262 unless and until such holder fails to perfect or effectively waiveswaive, withdraws withdraw or loses lose his or her rights to appraisal and payment under Indiana Lawthe DGCL. If, after the Effective Time, any such holder fails to perfect or effectively waives, withdraws or loses such right, such shares 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 or dividends thereon. The Company will give Parent prompt notice of any demands received by the Company for appraisals of shares of Company Common Stock Shares prior to the Effective Time and, prior to the Effective Time, the Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenting Company Stockholders. Notwithstanding any provision of this Agreement to the contrary, if required by Indiana Lawthe DGCL, but only to the extent required thereby, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and which are held by holders of such shares Shares who have properly exercised appraisal rights with respect thereto in accordance with Section 23-1-44-8 262 of Indiana Law the DGCL (the "Dissenting SharesDISSENTING SHARES") will not be exchangeable for the right to receive the Merger Consideration. Each holder of such Dissenting Shares will be entitled to receive payment of the appraised value of such Shares in accordance with the provisions of such Section 23-1-44-8 262 unless and until such holder fails to perfect or effectively waives, withdraws or loses his or her rights to appraisal and payment under Indiana Lawthe DGCL. If, after the Effective Time, any such holder fails to perfect or effectively waives, withdraws or loses such right, such shares 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 or dividends thereon. The Company will give Parent Purchaser prompt notice of any demands received by the Company for appraisals of shares of Company Common Stock Shares prior to the Effective Time and, prior to the Effective Time, the Parent Purchaser shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of ParentPurchaser, voluntarily make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenting Company Stockholders. Notwithstanding any provision of this Agreement to the contrary, if required by Indiana Law, the DGCL but only to the extent required thereby, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and which are held by holders of such shares Shares who have properly exercised appraisal rights with respect thereto in accordance with Section 23-1-44-8 262 of Indiana Law the DGCL (the "Dissenting SharesDISSENTING SHARES") will not be exchangeable for the right to receive the Merger Consideration. Each holder of such Dissenting Shares will be entitled to receive payment of the appraised value of such Shares in accordance with the provisions of such Section 23-1-44-8 262 unless and until such holder fails to perfect or effectively waiveswaive, withdraws withdraw or loses lose his or her rights to appraisal and payment under Indiana Lawthe DGCL. If, after the Effective Time, any such holder fails to perfect or effectively waives, withdraws or loses such right, such shares 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 or dividends thereon. The Company will give Parent prompt notice of any demands received by the Company for appraisals of shares of Company Common Stock Shares prior to the Effective Time and, prior to the Effective Time, the Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.