Common use of Dissenting Stockholders Clause in Contracts

Dissenting Stockholders. Notwithstanding any other provisions of this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who properly shall have demanded appraisal for such shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration. Such stockholders instead shall be entitled to receive payment of the appraised value of such shares of Company Common Stock held by them in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights to appraisal of such shares of Company Common Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.4 of the Certificate (as hereinafter defined) representing such shares of Company Common Stock. The Company shall give Parent (a) prompt notice of any notice or demand for appraisal or payment for shares of Company Common Stock or attempted withdrawals of such demands received by the Company and (b) the right to participate in all negotiations and proceedings with respect to any such demands or notices.

Dissenting Stockholders. Notwithstanding any other provisions of this ----------------------- Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that which are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who properly shall have demanded properly in writing appraisal for such shares in accordance with Section 262 of the DGCL (collectively, the “"Dissenting Shares”Stockholders") shall not be converted into or represent the right to receive the Merger Consideration. Such stockholders Dissenting Stockholders instead shall be entitled to receive payment of the appraised value of such shares of Company Common Stock Shares held by them in accordance with the provisions of such Section 262 of the DGCL262, except that all Dissenting Shares shares of Company Common Stock that are held by stockholders a Dissenting Stockholder who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their his or her rights to appraisal of such shares of Company Common Stock Shares under such Section 262 of the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.4 3.3, of the Certificate (as hereinafter defined) representing or Certificates that, immediately prior to the Effective Time, evidenced such shares of Company Common StockShares. The Company shall give Parent Newco (aA) prompt notice of any notice or demand written demands for appraisal, withdrawals of demands for appraisal or payment for shares of Company Common Stock or attempted withdrawals of such demands and any other related instruments received by the Company Company, and (bB) the right opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal. The Company will not voluntarily make any such payment with respect to any demands for appraisal and will not, except with the prior written consent of Newco, settle or noticesoffer to settle any demand.

Dissenting Stockholders. Notwithstanding any other provisions Any holder of this Agreement to the contrary, shares of Company Seller Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders who shall have not voted in favor of ----------------------- dissents from the Merger or consented thereto in writing and who properly shall have demanded exercises appraisal for such shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration. Such stockholders instead shall be entitled to receive payment of the appraised value of such shares of Company Common Stock held by them rights in accordance with the provisions of Section 262 of the DGCLDGCL and who perfects such rights pursuant to such Section shall be entitled to receive, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights to appraisal in lieu of the consideration provided in Section 2.1, the value of such shares in cash as determined pursuant to the applicable provisions of Company the DGCL. Notwithstanding the other provisions of this Article 2, Seller Common Stock under with respect to which a proper demand has been made in accordance with Section 262(d) of the DGCL shall not be converted into the right to receive Merger Consideration applicable to such shares as set forth in Section 2.1, unless the holder thereof shall have lost his or her status as a dissenting shareholder pursuant to Section 262 of the DGCL shall thereupon be deemed DGCL. Not less than twenty (20) days prior to have been converted into and to have become exchangeable, as the meeting of the Effective Time, for the right to receive, without any interest thereon, Shareholders of Seller at which the Merger Consideration upon surrender in is to be submitted for approval, Seller shall notify each of its shareholders who was such on the manner provided in Section 2.4 record date for such meeting that appraisal rights are available pursuant to Sections 262(b) and (c) of the Certificate (as hereinafter defined) representing such DGCL for any or all of the shares of Company Seller Common Stock. The Company , and shall give Parent (a) prompt include in such notice a copy of any notice or demand for appraisal or payment for shares of Company Common Stock or attempted withdrawals of such demands received by the Company and (b) the right to participate in all negotiations and proceedings with respect to any such demands or noticesthis section.