Common use of Dissenting Shares; Appraisal Rights Clause in Contracts

Dissenting Shares; Appraisal Rights. Notwithstanding anything to the contrary contained in this Agreement, Dissenting Shares shall not be converted into or represent the right to receive the Merger Consideration in accordance with Section 2.8(b), but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 under the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal under the DGCL. If any Dissenting Shares shall lose their status as such (by the holder thereof effectively withdrawing, failing to perfect, or otherwise losing such holder’s appraisal rights under the DGCL with respect to such shares), then, as of the later of the Effective Time or the date of loss of such status, such shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.8(b), without interest, and shall not thereafter be deemed to be Dissenting Shares. The Company shall give Parent prompt notice of any demand for appraisal of shares of Company Common Stock received by the Company, withdrawals of such demands and any other documents or instruments received by the Company relating to Section 262 of the DGCL or stockholder demands or claims thereunder. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right to participate in and direct and control all negotiations and proceedings with respect to such demands.

Dissenting Shares; Appraisal Rights. Notwithstanding anything in this Agreement to the contrary contained contrary, Shares (other than Shares cancelled in this Agreementaccordance with Section 2.6(b)) owned by holders who have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly exercised and perfected appraisal rights of such Shares pursuant to and in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares Shares”) shall not be converted into or represent the right to receive the Per Share Merger Consideration as provided in accordance with Section 2.8(b2.6(c), but . Holders of Dissenting Shares shall be entitled to receive only to such the payment and rights as are granted by Section 262 of the DGCL to a holder of Dissenting Shares (and at DGCL. If, after the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and any such holder shall cease fails to have any rights with respect thereto, except the rights set forth in Section 262 under the DGCL), unless and until such holder shall have failed to properly perfect or shall have otherwise effectively withdrawn waives, withdraws or otherwise lost such holder’s loses the right to appraisal under Section 262 of the DGCL. If any Dissenting Shares shall lose their status as , then the right of such (by holder to be paid the holder thereof effectively withdrawing, failing to perfect, or otherwise losing fair value of such holder’s appraisal rights Dissenting Shares under Section 262 of the DGCL with respect to shall cease and such shares), then, as of the later of the Effective Time or the date of loss of such status, such shares Dissenting Shares shall thereupon be deemed to have been converted into, as of the Effective Time into Time, the right to receive the Per Share Merger Consideration for each Share formerly represented thereby, without interest and less any required Tax withholding as provided in Section 2.7(k), upon surrender of the Certificate representing such Shares, other reasonable steps with respect to Non-DTC Book-Entry Shares or delivery of an “agent’s message”, as applicable, in accordance with Section 2.8(b), without interest, and shall not thereafter be deemed to be Dissenting Shares2.7. The Company shall give Parent prompt written notice of any notice or demand for appraisal of shares of Company Common Stock received by the Company, withdrawals of such demands and any other documents or instruments payment for Shares received by the Company relating to Section 262 of the DGCL or stockholder demands or claims thereunder. Prior prior to the Effective Time, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and shall give Parent the opportunity to participate in any and all negotiations and Actions with respect to such demands. The Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or settle to any such demands or offer to settle, or settle, any such demands, or agree to do any of the foregoing. Parent shall have the right to participate in and direct and control all negotiations and proceedings with respect to such demands.

Dissenting Shares; Appraisal Rights. Notwithstanding anything in this Agreement to the contrary contained contrary, Shares (other than Shares cancelled in this Agreementaccordance with Section 2.05(a)) owned by holders who have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly exercised and perfected appraisal rights of such Shares pursuant to and in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares Shares”) shall not be converted into or represent the right to receive the Per Share Merger Consideration as provided in accordance with Section 2.8(b2.05(b), but . Holders of Dissenting Shares shall be entitled to receive only to such the payment and rights as are granted by Section 262 of the DGCL to a holder of Dissenting Shares (and at DGCL. If, after the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and any such holder shall cease fails to have any rights with respect thereto, except the rights set forth in Section 262 under the DGCL), unless and until such holder shall have failed to properly perfect or shall have otherwise effectively withdrawn waives, withdraws or otherwise lost such holder’s loses the right to appraisal under Section 262 of the DGCL. If any Dissenting Shares shall lose their status as , then the right of such (by holder to be paid the holder thereof effectively withdrawing, failing to perfect, or otherwise losing fair value of such holder’s appraisal rights Dissenting Shares under Section 262 of the DGCL with respect to shall cease and such shares), then, as of the later of the Effective Time or the date of loss of such status, such shares Dissenting Shares shall thereupon be deemed to have been converted into, as of the Effective Time into Time, the right to receive the Per Share Merger Consideration for each Share formerly represented thereby, without interest and less any required Tax withholding as provided in Section 3.01(h), upon surrender of the Certificate representing such Shares, other reasonable steps with respect to Book-Entry Shares or delivery of an “agent’s message”, as applicable, in accordance with Section 2.8(b), without interest, and shall not thereafter be deemed to be Dissenting Shares3.01. The Company shall give Parent prompt written notice of any notice or demand for appraisal of shares of Company Common Stock received by the Company, withdrawals of such demands and any other documents or instruments payment for Shares received by the Company relating to Section 262 of the DGCL or stockholder demands or claims thereunder. Prior prior to the Effective Time, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and shall give Parent the opportunity to participate in any and all negotiations and actions with respect to such demands. The Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or settle to any such demands or offer to settle, or settle, any such demands, or agree to do any of the foregoing. Parent shall have the right to participate in and direct and control all negotiations and proceedings with respect to such demands.

Dissenting Shares; Appraisal Rights. Notwithstanding anything If Stockholders are entitled to appraisal rights in connection with the Merger pursuant to Section 262 of the DGCL, or if Section 2115 of the Corporations Code applies to the contrary contained Company and the Stockholders are entitled to appraisal rights in this Agreementconnection with the Merger pursuant to Chapter 13 of the Corporations Code, any Dissenting Shares shall will not be converted into or represent the right to receive the Merger Consideration in accordance with Section 2.8(b), but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 under the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal under the DGCL. If any Dissenting Shares shall lose their status as such (by the holder thereof effectively withdrawing, failing to perfect, or otherwise losing such holder’s appraisal rights under the DGCL with respect to such shares), then, as of the later of the Effective Time or the date of loss of such status, such shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the a Merger Consideration as provided in accordance with Section 2.8(b)2.1 hereof, without interest, and shall not thereafter but will be deemed entitled to such rights (but only such rights) as may be determined to be due with respect to such Dissenting Shares. The Company shall give Parent prompt notice of any demand for appraisal of shares of Company Common Stock received by the Company, withdrawals of such demands and any other documents or instruments received by the Company relating Shares pursuant to Section 262 of the DGCL or stockholder demands or claims thereunderor, if applicable, Chapter 13 of the Corporations Code. Prior to the Effective TimeThe Company will give Parent prompt notice (and in any case, within one (1) business day) of any demand received by the Company shall notfor appraisal of shares of Capital Stock, without and Parent will have the right to control all negotiations and proceedings with respect to such demand. Company agrees that, except with Parent's prior written consent of Parentconsent, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such demandsdemand for appraisal. If any Stockholder fails to make an effective demand for payment or otherwise loses his status as a holder of Dissenting Shares, or agree then the appraisal right of such holder shall cease and such Dissenting Shares shall be deemed to do any of have been converted at the foregoing. Parent Effective Time into, and shall have become, the right to participate in and direct and control all negotiations and proceedings receive such Merger Consideration to which such Stockholder would have been entitled pursuant to Section 2.1, subject to the provisions of this Agreement. "Dissenting Shares" means any shares of Common Stock or Preferred Stock that are outstanding immediately prior to the Effective Time with respect to which dissenters' rights to obtain payment for such demandsDissenting Shares in accordance with the DGCL, or if applicable, Chapter 13 of the Corporations Code, have been duly and properly exercised and perfected in connection with the Merger.

Dissenting Shares; Appraisal Rights. Notwithstanding anything to the contrary contained in this Agreement, Dissenting Shares shall not be converted into or represent the right to receive the Merger Consideration in accordance with Section 2.8(b2.6(b), but shall be entitled only to such rights as are granted by Section 262 of the DGCL to a holder of Dissenting Shares (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 under the DGCL)Shares, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal under the DGCL. If any Dissenting Shares shall lose their status as such (by the holder thereof effectively withdrawing, failing to perfect, or otherwise losing such holder’s appraisal rights under the DGCL with respect to such shares), then, as of the later of the Effective Time or the date of loss of such status, such shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.8(b2.6(b), without interest, and shall not thereafter be deemed to be Dissenting Shares. The Company shall give Parent prompt (and in any event within two (2) Business Days) written notice of any demand or threatened demand for appraisal of shares of Company Common Stock received by the Company, withdrawals any withdrawal of any such demands demand and any other documents demand, notice or instruments received by instrument delivered to the Company relating to Section 262 of the DGCL or stockholder demands or claims thereunder. Prior prior to the Effective TimeTime pursuant to the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in and control all negotiations and proceedings with respect to such demands under the DGCL consistent with the obligations of the Company shall not, without thereunder. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent From and after the Effective Time, a holder of Dissenting Shares shall have not be entitled to exercise any of the right to participate in and direct and control all negotiations and proceedings with respect to such demandsvoting rights or other rights of an equity owner of the Surviving Corporation or of a stockholder of Parent.

Dissenting Shares; Appraisal Rights. Notwithstanding anything any other provisions of this Agreement to the contrary contained contrary, any shares of Company Capital Stock outstanding immediately prior to the First Effective Time and which are held by Stockholders who shall have neither voted in this Agreementfavor of the Mergers nor consented thereto in writing and who shall have, in all respects, properly exercised and perfected a demand for and are entitled to appraisal for such shares in accordance with Section 262 of Delaware Law or purchase thereof under Section 1301 of the California Corporations Code, as applicable, and shall not have effectively withdrawn or lost such Person’s rights to such appraisal and payment under Delaware Law or purchase under the California Corporations Code with respect to such shares (collectively, the “Dissenting Shares Shares”), shall not be converted into or represent the a right to receive the Merger Consideration applicable consideration for Company Capital Stock set forth in accordance with Section 2.8(b), 1.6(b)(i) but the holder thereof shall only be entitled only to such rights as are granted provided by Delaware Law or the DGCL to a California Corporations Code, as applicable. Notwithstanding the provisions of this Section 1.6(b)(iv), if any holder of Dissenting Shares shall effectively withdraw or lose (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 under the DGCL), unless and until such holder shall have failed through failure to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal under the DGCL. If any Dissenting Shares shall lose their status as such (by the holder thereof effectively withdrawing, failing to perfect, or otherwise losing otherwise) such holder’s appraisal or purchase rights under Delaware Law or the DGCL with respect to such shares)California Corporations Code, as applicable, then, as of the later of the First Effective Time or and the date of loss occurrence of such statusevent, such holder’s shares shall thereupon automatically be deemed to have been converted as of the Effective Time into and represent only the right to receive receive, upon surrender of the Merger Consideration certificate representing such shares, upon the terms set forth in accordance with this Section 2.8(b1.6 and throughout this Agreement (including the indemnification and escrow provisions of this Agreement), the consideration for Company Capital Stock set forth in Section 1.6(b)(i), without interest, and shall not thereafter be deemed to be Dissenting Sharesinterest thereon. The Company shall provide to any holder of Dissenting Shares the notice and other materials required by the applicable provisions of the California Corporations Code promptly following approval of the Mergers by the Stockholders. The Paying Agent and the Company shall give (A) Parent prompt notice of any written demand for appraisal of shares of Company Common Stock received by the Company, withdrawals of such demands and any other documents or instruments payment received by the Company relating to Section 262 of the DGCL or stockholder demands or claims thereunder. Prior pursuant to the Effective Time, applicable provisions of Delaware Law and/or the California Corporations Code and (B) the opportunity to participate in all negotiations and proceedings with respect to such demands. The Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or settle to any such demands or offer to settle, settle or settle any such demands, or agree . Any communication to do be made by the Company to any of the foregoing. Parent shall have the right to participate in and direct and control all negotiations and proceedings Stockholder with respect to such demandsdemands shall be submitted to Parent in advance and shall not be presented to any Stockholder prior to the Company receiving Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed.

Dissenting Shares; Appraisal Rights. Notwithstanding anything in this Agreement to the contrary contained contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in this Agreementall respects with, the provisions of Section 262 of the DGCL (any such shares being referred to herein as “Dissenting Shares Shares”) shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 2.6(b). Holders of Dissenting Shares shall be entitled to receive payment of the fair value of such shares as shall be determined in accordance with the provisions of Section 2.8(b)262 of the DGCL. If, but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares (and at after the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and any such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 under the DGCL), unless and until such holder shall have failed fails to perfect or shall have effectively withdrawn waives, withdraws or otherwise lost such holder’s loses the right to appraisal under Section 262 of the DGCL. If any Dissenting Shares shall lose their status as , then the right of such (by holder to be paid the holder thereof effectively withdrawing, failing to perfect, or otherwise losing fair value of such holder’s appraisal rights Dissenting Shares under Section 262 of the DGCL with respect to shall cease and such shares), then, as of the later of the Effective Time or the date of loss of such status, such shares Dissenting Shares shall thereupon be deemed to have been converted into and to have become, as of the Effective Time into Time, the right to receive the applicable portion of Merger Consideration in accordance with Section 2.8(b2.6(b), payable without interest, and shall not thereafter be deemed to be Dissenting Sharesin accordance with this Agreement. The Company shall give Parent (i) prompt notice of any notice or demand for appraisal of or payment for shares of Company Common Stock received by the Company, or withdrawals of such demands for appraisal and any other documents or instruments received by the Company relating served pursuant to Section 262 of the DGCL received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demand or stockholder demands or claims thereundernotices. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or offer to settle, otherwise negotiate any such demands, or agree to do any of the foregoing. Parent shall have the right to participate in and direct and control all negotiations and proceedings with respect to such demands.

Dissenting Shares; Appraisal Rights. Notwithstanding anything If Stockholders are entitled to appraisal rights in connection with the contrary contained in this AgreementMerger pursuant to Section 262 of the DGCL, any Dissenting Shares shall (as defined below) will not be converted into or represent the right to receive the Merger Consideration in accordance with Section 2.8(b), but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 under the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal under the DGCL. If any Dissenting Shares shall lose their status as such (by the holder thereof effectively withdrawing, failing to perfect, or otherwise losing such holder’s appraisal rights under the DGCL with respect to such shares), then, as of the later of the Effective Time or the date of loss of such status, such shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration as provided in accordance with Section 2.8(b)2.1 hereof, without interest, and shall not thereafter but will be deemed entitled to such rights (but only such rights) as may be determined to be due with respect to such Dissenting SharesShares pursuant to Section 262 of the DGCL. The Company shall will give Parent (i) prompt notice within one (1) Business Day of any written demand received by the Company for appraisal of shares of Company Common Stock received by and (ii) the Companyopportunity to participate in and direct all negotiations and proceedings with respect to such demands. Company agrees that, withdrawals of such demands and any other documents or instruments received by the Company relating to Section 262 of the DGCL or stockholder demands or claims thereunder. Prior to the Effective Time, the Company shall not, without the except with Parent’s prior written consent of Parent(which shall not be unreasonably withheld, conditioned or delayed), it will not make any payment with respect to, or settle or offer to settle, any such demandsdemand for appraisal. If any Stockholder fails to make an effective demand for payment or otherwise loses such holder’s status as a holder of Dissenting Shares, or agree then the appraisal right of such holder shall cease and such Dissenting Shares shall be deemed to do any of have been converted at the foregoing. Parent Effective Time into, and shall have become, the right to participate in and direct and control all negotiations and proceedings receive such Merger Consideration to which such Stockholder would have been entitled pursuant to Section 2.1, subject to the provisions of this Agreement. “Dissenting Shares” means any shares of Common Stock that are outstanding immediately prior to the Effective Time with respect to which dissenters’ rights to obtain payment for such demandsDissenting Shares in accordance with the DGCL have been duly and properly exercised and perfected in connection with the Merger.

Dissenting Shares; Appraisal Rights. Notwithstanding anything to the contrary contained in this Agreement, Dissenting Shares shall not be converted into or represent the right to receive the Merger Consideration in accordance with Section 2.8(b2.6(b), but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 under the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal under the DGCL. If any Dissenting Shares shall lose their status as such (by the holder thereof effectively withdrawing, failing to perfect, or otherwise losing such holder’s appraisal rights under the DGCL with respect to such shares), then, as of the later of the Effective Time or the date of loss of such status, such shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.8(b2.6(b), without interest, and shall not thereafter be deemed to be Dissenting Shares. The Company shall give Parent prompt notice of any demand for appraisal of shares of Company Common Stock received by the Company, withdrawals of such demands and any other documents or instruments received by the Company relating to Section 262 of the DGCL or stockholder demands or claims thereunder. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right to participate in and direct and control all negotiations and proceedings with respect to such demands.