Common use of Dissenting Stockholders Clause in Contracts

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 4.1, but rather the holders of Dissenting Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Dissenting Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration as provided in Section 4.1. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. To the extent permitted by applicable Law, Parent shall have the opportunity to participate in and control any and all negotiations and proceedings with respect to such demands. Neither the Company nor Parent shall, without the prior written consent of the other party, voluntarily make any payment with respect to, or settle, or offer to settle, any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or agree to do any of the foregoing.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 4.13.1, but rather the holders of Dissenting Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Dissenting Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration as provided in Section 4.13.1. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. To the extent permitted by applicable Law, Parent shall have the opportunity to participate in and control direct any and all negotiations and proceedings with respect to such demands. Neither the Company nor Parent shall, without the prior written consent of the other party, voluntarily make any payment with respect to, or settle, or offer to settle, any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or agree to do any of the foregoing.such

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 4.1, but rather the holders of Dissenting Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Dissenting Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration as provided in Section 4.1. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. To the extent permitted by applicable Law, Parent shall have the opportunity to participate in and control direct any and all negotiations and proceedings with respect to such demands. Neither the Company nor Parent shall, without the prior written consent of the other party, voluntarily make any payment with respect to, or settle, or offer to settle, any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or agree to do any of the foregoing.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company any issued and outstanding Common Stock that are outstanding immediately prior to the Effective Time and that are Shares held by any a Person (as defined in Section 5.1(b)) (a "Dissenting Stockholder") who is entitled to demand and properly duly demands appraisal of such shares (“Dissenting Shares”) his Common Shares pursuant to, to the DGCL and who complies in with all respects with, Section 262 the provisions of the DGCL concerning the right of holders of Common Shares to demand appraisal of their Common Shares in connection with the Merger (“Section 262”"Dissenting Shares") shall not be converted as described in Section 4.1(c) but shall become the right to receive such cash consideration as may be determined to be due to such Dissenting Stockholder as provided in the DGCL. If, however, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Common Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration as provided in Section 4.1Per Share Purchase Price net of all withholding Taxes, but rather the holders of Dissenting Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Dissenting Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time intoany, and to have become exchangeable solely for, the right to receive the Merger Consideration as provided in Section 4.1without interest. The Company shall provide give Parent (i) prompt notice to Parent of any demands for appraisal of Common Shares received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. To the extent permitted by applicable Law, Parent shall have (ii) the opportunity to participate in and control any and direct all negotiations and proceedings with respect to any such demands. Neither the The Company nor Parent shallshall not, without the prior written consent of the other partyParent, voluntarily make any payment with respect to, or settle, or offer to settlesettle or otherwise negotiate, any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or agree to do any of the foregoingdemands.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrarycontrary herein, shares any Company Share for which any Company Stockholder (such Company Stockholder, a “Dissenting Stockholder”) (a) has not voted in favor of Company Common Stock that are outstanding immediately prior the Merger or consented to it in writing, and (b) has demanded the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such shares (“Dissenting Shares”) pursuant toCompany Share in accordance with, and who complies has complied in all respects with, Section 262 of the DGCL (collectively, the “Section 262Dissenting Shares”) shall not be converted into the right to receive the Merger applicable portion of Transaction Share Consideration as provided in pursuant to Section 4.12.1(h). From and after the Effective Time, but rather (i) the holders of Dissenting Shares shall be cancelled and extinguished and shall cease to exist and (ii) the Dissenting Stockholders shall be entitled only to such rights as may be granted to them under Section 262 of the DGCL and shall not be entitled to payment by exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation Company or any of its Affiliates (including the “fair value” of such Dissenting Shares in accordance with Section 262SPAC); provided, however, that if any Dissenting Stockholder effectively withdraws or loses such holder shall fail appraisal rights (through failure to perfect such appraisal rights or otherwise shall waive, withdraw or lose the right to appraisal under Section 262otherwise), then the right of such holder to be paid the fair value of such holder’s Dissenting Company Shares shall cease and held by such Dissenting Shares Stockholder (A) shall no longer be deemed to have be Dissenting Shares, and (B) shall be treated as if they had been converted as of automatically at the Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger applicable portion of the Transaction Share Consideration as provided in Section 4.1. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. To the extent permitted by applicable Law, Parent shall have the opportunity to participate in and control any and all negotiations and proceedings with respect to such demands. Neither the Company nor Parent shall, without the prior written consent of the other party, voluntarily make any payment with respect to, or settle, or offer to settle, any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or agree to do any of the foregoing.2.1

Dissenting Stockholders. (a) Notwithstanding anything in any provision 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 any Person who is entitled to demand and properly demands appraisal of such shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) Dissenters' Shares shall not be converted into the right to receive the Merger Consideration but shall become the right to receive such consideration as provided in Section 4.1, but rather the holders of Dissenting Shares shall may be entitled determined to payment by the Surviving Corporation of the “fair value” of be due to such Dissenting Shares in accordance with Section 262Stockholder pursuant to the DGCL; provided, however, that if any such holder shall fail each share of Company Common Stock outstanding immediately prior to perfect the Effective Time and held by a Dissenting Stockholder who, after the Effective Time, loses his or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the her right of such holder appraisal, pursuant to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares DGCL, shall be deemed to have been be converted as of the Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger Consideration as provided in Section 4.1. Consideration, without any interest thereon. (b) The Company shall provide give the Acquiror (1) prompt notice to Parent of any demands for appraisal pursuant to the applicable provisions of the DGCL received by the Company, withdrawals of such demands, and any other related instruments served pursuant to the DGCL and received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. To the extent permitted by applicable Law, Parent shall have (2) the opportunity to participate in and control any and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Neither the The Company nor Parent shallshall not, without except with the prior written consent of the other partyAcquiror, voluntarily make any payment with respect to, or settle, to any such demands for appraisal or offer to settle, settle or settle any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or agree to do any of the foregoingdemands.

Dissenting Stockholders. Notwithstanding anything in ----------------------- this Agreement to the contrary, any issued and outstanding shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person a person (a "Dissenting Stockholder") who is entitled to demand and properly duly demands appraisal of such his shares of Company Common Stock pursuant to the CGCL and complies with all the provisions of the CGCL concerning the right of holders of Company Common Stock to demand appraisal of their shares in connection with the Merger (“"Dissenting Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”") shall not be converted into as described in Section 2.1(c), but shall become the right to receive the Merger Consideration such cash consideration as may be determined to be due to such Dissenting Stockholder as provided in Section 4.1, but rather the holders of Dissenting Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Dissenting Shares in accordance with Section 262; providedCGCL. If, however, that if any such holder shall fail Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the loses his right of such holder appraisal, in any case pursuant to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares CGCL, his shares shall be deemed to have been be converted as of the Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger Consideration as provided in Parent Stock, without interest, pursuant to Section 4.12.1(c). The Company shall provide give Parent (i) prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. To the extent permitted by applicable Law, Parent shall have ; and (ii) the opportunity to participate in and control any and direct all negotiations and proceedings with respect to any such demandsdemand. Neither the The Company nor Parent shallshall not, without the prior written consent of the other partyParent, voluntarily make any payment with respect to, or settle, or offer to settle, settle or otherwise negotiate any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or agree to do any of the foregoingdemands.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Shares that are outstanding immediately prior to the Effective Time and that are held by any Person a holder thereof who is entitled to demand properly exercises and properly demands perfects appraisal of rights for such shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“Section 262”"Dissenting Shares") shall not will be converted into the right to receive the Merger Consideration as provided in Section 4.1, but rather the holders of Dissenting Shares shall be entitled to payment paid for by the Surviving Corporation of the “fair value” of such Dissenting Shares in accordance with Section 262262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal and payment under Section 262the DGCL, then the right of such holder to be paid the fair value such appraisal of such holder’s Dissenting its Company Common Shares shall cease and such Dissenting Company Common Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger Consideration as provided in Section 4.1this Article 3. The Company shall provide give Parent (a) prompt notice to Parent of any written demands for appraisal received by the Company for appraisal of any shares of Company Common StockCompany, withdrawals of such demands demands, and any other related instruments served pursuant to Section 262 of the DGCL and received by the Company. To the extent permitted by applicable Law, Parent shall have Company and (b) the opportunity to participate in and control any and direct all negotiations and proceedings with respect to such demandsdemands for appraisals under the DGCL. Neither the The Company nor Parent shallshall not, without except with the prior written consent of the other partyParent, (i) voluntarily make any payment with respect toto any demands for appraisal for Dissenting Shares, (ii) offer to settle, or settle, or offer to settle, any such demands or applicationsdemands, or (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL, or (iv) agree to do any of the foregoing.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Shares that are outstanding immediately prior to the Effective Time and that are held by any Person a holder who is entitled to demand and properly demands appraisal has not voted in favor of such shares (“Dissenting Shares”) pursuant to, the Merger or consented thereto in writing and who complies has demanded appraisal for such Company Common Shares in all respects with, accordance with Section 262 of the DGCL (“Section 262”"Dissenting Shares") shall not be converted into the a right to receive the Merger Consideration as provided in Section 4.1, but rather the holders of Dissenting Shares shall and will be entitled to payment paid for by the Surviving Corporation of the “fair value” of such Dissenting Shares in accordance with Section 262262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal and payment under Section 262the DGCL, then the right of such holder to be paid the fair value such appraisal of such holder’s Dissenting its Company Common Shares shall cease cease, and such Dissenting Company Common Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger Consideration as provided in Section 4.1this Article 3. The Company shall provide give Parent prompt notice to Parent of any written demands (or purported demands) for appraisal received by the Company for appraisal of any shares of Company Common StockCompany, withdrawals of such demands demands, and any other related instruments served pursuant to Section 262 of the DGCL and received by the Company. To the extent permitted by applicable Law, Parent shall have the opportunity to participate in and control any and direct all negotiations and proceedings with respect to such demands. Neither demands for appraisal under the DGCL and the Company nor Parent shallshall not, without the except with Parent's prior written consent of the other partyconsent, (i) voluntarily make any payment with respect toto any demands for appraisal for Dissenting Shares, (ii) offer to settle, or settle, or offer to settle, any such demands or applicationsdemands, or (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL, or (iv) agree to do any of the foregoing.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrarycontrary herein, shares any Company Share for which any Company Stockholder (such Company Stockholder, a “Dissenting Stockholder”) (a) has not voted in favor of Company Common Stock that are outstanding immediately prior the Merger or consented to it in writing, and (b) has demanded the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such shares (“Dissenting Shares”) pursuant toCompany Share in accordance with, and who complies has complied in all respects with, Section 262 of the DGCL (collectively, the “Section 262Dissenting Shares”) shall not be converted into the right to receive the Merger applicable portion of Transaction Share Consideration as provided in pursuant to Section 4.12.1(h). From and after the Effective Time, but rather (i) the holders of Dissenting Shares shall be cancelled and extinguished and shall cease to exist and (ii) the Dissenting Stockholders shall be entitled only to such rights as may be granted to them under Section 262 of the DGCL and shall not be entitled to payment by exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation Company or any of its Affiliates (including the “fair value” of such Dissenting Shares in accordance with Section 262SPAC); provided, however, that if any Dissenting Stockholder effectively withdraws or loses such holder shall fail appraisal rights (through failure to perfect such appraisal rights or otherwise shall waive, withdraw or lose the right to appraisal under Section 262otherwise), then the right of such holder to be paid the fair value of such holder’s Dissenting Company Shares shall cease and held by such Dissenting Shares Stockholder (A) shall no longer be deemed to have be Dissenting Shares, and (B) shall be treated as if they had been converted as of automatically at the Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger Consideration as provided in Section 4.1. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. To the extent permitted by applicable Law, Parent shall have the opportunity to participate in and control any and all negotiations and proceedings with respect to such demands. Neither the Company nor Parent shall, without the prior written consent portion of the other party, voluntarily make any payment with respect to, or settle, or offer to settle, any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or agree to do any of the foregoing.Transaction Share

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Shares that are outstanding immediately prior to the Effective Time and that are held by any Person a holder who is entitled to demand and properly demands appraisal has not voted in favor of such shares (“Dissenting Shares”) pursuant to, the Merger or consented thereto in writing and who complies has demanded appraisal for such Company Common Shares in all respects with, accordance with Section 262 of the DGCL (“Section 262Dissenting Shares”) shall not be converted into the a right to receive the Merger Consideration as provided in Section 4.1, but rather the holders of Dissenting Shares shall and will be entitled to payment paid for by the Surviving Corporation of the “fair value” of such Dissenting Shares in accordance with Section 262262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal and payment under Section 262the DGCL, then the right of such holder to be paid the fair value such appraisal of such holder’s Dissenting its Company Common Shares shall cease cease, and such Dissenting Company Common Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger Consideration as provided in Section 4.1this Article 3. The Company shall provide give Parent prompt notice to Parent of any written demands (or purported demands) for appraisal received by the Company for appraisal of any shares of Company Common StockCompany, withdrawals of such demands demands, and any other related instruments served pursuant to Section 262 of the DGCL and received by the Company. To the extent permitted by applicable Law, Parent shall have the opportunity to participate in and control any and direct all negotiations and proceedings with respect to such demands. Neither demands for appraisal under the DGCL and the Company nor Parent shallshall not, without the except with Parent’s prior written consent of the other partyconsent, (i) voluntarily make any payment with respect toto any demands for appraisal for Dissenting Shares, (ii) offer to settle, or settle, or offer to settle, any such demands or applicationsdemands, or (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL, or (iv) agree to do any of the foregoing.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Shares that are outstanding immediately prior to the Effective Time and that are held by any Person a holder thereof who is entitled to demand properly exercises and properly demands perfects appraisal of rights for such shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“Section 262Dissenting Shares”) shall not will be converted into the right to receive the Merger Consideration as provided in Section 4.1, but rather the holders of Dissenting Shares shall be entitled to payment paid for by the Surviving Corporation of the “fair value” of such Dissenting Shares in accordance with Section 262262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal and payment under Section 262the DGCL, then the right of such holder to be paid the fair value such appraisal of such holder’s Dissenting its Company Common Shares shall cease and such Dissenting Company Common Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger Consideration as provided in Section 4.1this Article 3. The Company shall provide give Parent (a) prompt notice to Parent of any written demands for appraisal received by the Company for appraisal of any shares of Company Common StockCompany, withdrawals of such demands demands, and any other related instruments served pursuant to Section 262 of the DGCL and received by the Company. To the extent permitted by applicable Law, Parent shall have Company and (b) the opportunity to participate in and control any and direct all negotiations and proceedings with respect to such demandsdemands for appraisals under the DGCL. Neither the The Company nor Parent shallshall not, without except with the prior written consent of the other partyParent, (i) voluntarily make any payment with respect toto any demands for appraisal for Dissenting Shares, (ii) offer to settle, or settle, or offer to settle, any such demands or applicationsdemands, or (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL, or (iv) agree to do any of the foregoing.

Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any a Person (a “Dissenting Stockholder”) who is entitled has not voted to demand adopt this Agreement and who properly demands appraisal of for such shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“Section 262Dissenting Shares”) shall not be converted as described in Section 1.4, but shall, as of the Effective Time, be converted into the right to receive the Merger Consideration such consideration as provided in may be determined to be due to such Dissenting Stockholder pursuant to Section 4.1, but rather the holders of Dissenting Shares shall be entitled to payment by the Surviving Corporation 262 of the “fair value” of such Dissenting Shares in accordance with Section 262; providedDGCL, however, that if any unless such holder shall fail fails to perfect or withdraws or otherwise shall waive, withdraw or lose the loses his right to appraisal under Section 262appraisal. If, then after the Effective Time, such Dissenting Stockholder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Stockholder’s shares of such holder to Company Stock shall no longer be paid considered Dissenting Shares for the fair value purposes of this Agreement and such holder’s Dissenting Shares shares of Company Stock shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of converted, at the Effective Time intoTime, and to have become exchangeable solely for, the right to receive the Merger Consideration as provided described in Section 4.1. 1.4. (b) The Company shall provide give Parent and MergerCo (i) prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 Stock received by the Company. To the extent permitted by applicable Law, Parent shall have and (ii) the opportunity to participate in and and, if Parent elects, control any and all negotiations and proceedings with respect to any such demands. Neither , and the Company nor Parent shallshall not, without the prior written consent of the other partyParent, voluntarily make any payment with respect to, or settle, or offer to settlesettle or otherwise negotiate, any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or agree to do any of the foregoingdemands.

Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any a Person (a “Dissenting Stockholder”) who is entitled has not voted to demand adopt this Agreement and who properly demands appraisal of for such shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“Section 262Dissenting Shares”) shall not be converted as described in Section 1.4, but shall, as of the Effective Time, be converted into the right to receive the Merger Consideration such consideration as provided in may be determined to be due to such Dissenting Stockholder pursuant to Section 4.1, but rather the holders of Dissenting Shares shall be entitled to payment by the Surviving Corporation 262 of the “fair value” of such Dissenting Shares in accordance with Section 262; providedDGCL, however, that if any unless such holder shall fail fails to perfect or withdraws or otherwise shall waive, withdraw or lose the loses his right to appraisal under Section 262appraisal. If, then after the Effective Time, such Dissenting Stockholder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Stockholder’s shares of such holder to Common Stock shall no longer be paid considered Dissenting Shares for the fair value purposes of this Agreement and such holder’s Dissenting Shares shares of Common Stock shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of converted, at the Effective Time intoTime, and to have become exchangeable solely for, the right to receive the Merger Consideration as provided described in Section 4.1. 1.4. (b) The Company shall provide give the Buyer (i) prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 Stock received by the Company. To the extent permitted by applicable Law, Parent shall have and (ii) the opportunity to participate in and control any and all negotiations and proceedings with respect to any such demands. Neither , and the Company nor Parent shallshall not, without the prior written consent of the other partyBuyer, voluntarily such consent not to be unreasonably withheld, make any payment with respect to, or settle, or offer to settlesettle or otherwise negotiate, any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or agree to do any of the foregoingdemands.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding Company Common Stock held by a Person (a "DISSENTING STOCKHOLDER") who duly demands appraisal of his Company Common Stock pursuant to the DGCL and complies with all the provisions of the DGCL concerning the right of holders of Company Common Stock to demand appraisal of their Company Common Stock in connection with the Merger ("DISSENTING SHARES") shall not be converted as described in Section 3.01 but shall become the right to receive such cash consideration as may be determined to be due to such Dissenting Stockholder as provided in the DGCL. If, however, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, each share of Company Common Stock shall be deemed to be converted into the Merger Consideration, and such shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 4.1, but rather the holders of Dissenting Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Dissenting Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall no longer be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration as provided in Section 4.1be Dissenting Shares. The Company shall provide give Purchaser (i) prompt notice to Parent of any demands for appraisal of Shares received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. To the extent permitted by applicable Law, Parent shall have (ii) the opportunity to participate in and control any and direct all negotiations and proceedings with respect to any such demands. Neither the The Company nor Parent shallshall not, without the prior written consent of the other partyPurchaser, voluntarily make any payment with respect to, or settle, settle or offer to settle, any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or agree to do any of the foregoingdemands.

Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person a person (a “Dissenting Stockholder”) who is entitled has not voted to demand adopt this Agreement and who properly demands appraisal of for such shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“Section 262Dissenting Shares”) shall not be converted as described in Section 1.4, but shall, as of the Effective Time, be converted into the right to receive the Merger Consideration such consideration as provided in may be determined to be due to such Dissenting Stockholder pursuant to Section 4.1, but rather the holders of Dissenting Shares shall be entitled to payment by the Surviving Corporation 262 of the “fair value” of such Dissenting Shares in accordance with Section 262; providedDGCL, however, that if any unless such holder shall fail fails to perfect or withdraws or otherwise shall waive, withdraw or lose the loses his right to appraisal under Section 262appraisal. If, then after the Effective Time, such Dissenting Stockholder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Stockholder’s shares of such holder to Company Stock shall no longer be paid considered Dissenting Shares for the fair value purposes of this Agreement and such holder’s Dissenting Shares shares of Company Stock shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of converted, at the Effective Time intoTime, and to have become exchangeable solely for, the right to receive the Merger Consideration as provided described in Section 4.1. 1.4. (b) The Company shall provide give Parent and MergerCo (i) prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 Stock received by the Company. To the extent permitted by applicable Law, Parent shall have and (ii) the opportunity to participate in and control any and all negotiations and proceedings with respect to any such demands. Neither , and the Company nor Parent shallshall not, without the prior written consent of the other partyParent, voluntarily such consent not to be unreasonably withheld, make any payment with respect to, or settle, or offer to settlesettle or otherwise negotiate, any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or agree to do any of the foregoingdemands.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such shares (“a) Each Dissenting Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) Share shall not be converted into the or represent a right to receive the Merger Consideration as provided in Section 4.1hereunder, but rather and the holders of Dissenting Shares holder thereof shall be entitled only to payment such rights as are granted by the Surviving Corporation Section 262 of the “fair value” of such Dissenting Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration as provided in Section 4.1DGCL. The Company shall provide prompt give Parent notice to Parent of any demands received as promptly as reasonably practicable upon receipt by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served demand for payment pursuant to Section 262 received by of the Company. To the extent permitted by applicable LawDGCL and of withdrawals of such notice (any stockholder duly making such demand being hereinafter called a “Dissenting Stockholder”), and Parent shall have the opportunity right to participate in and control any and direct all negotiations and proceedings with respect to any such demands. Neither Any payments made in respect of Dissenting Shares shall be made by Parent and/or the Surviving Corporation; provided, that prior to the Effective Time, the Company nor Parent shallshall not, without the prior written consent of the other partyParent, voluntarily make any payment with respect to, or settle, settle or offer to settle, any such demands or applicationsdemands, or waive any failure to timely deliver a written demand for appraisal or agree to do any of the foregoing. (b) If any Dissenting Stockholder shall effectively withdraw or lose (through failure to perfect or otherwise) his or her right to dissent under Section 262 of the DGCL, each of such holder’s shares of Company Common Stock shall be converted solely into a right to receive the Merger Consideration in accordance with the applicable provisions of this Agreement.

Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Person a holder who is entitled to demand has not voted in favor of the Merger or consented thereto in writing and properly demands who has demanded appraisal of for such shares (“Dissenting Shares”) pursuant to, and who complies of Company Common Stock in all respects with, accordance with Section 262 of the DGCL (“Section 262Dissenting Shares”) shall not be converted into the a right to receive the Merger Consideration as but instead shall only be entitled to the rights provided in under Section 4.1262 of the DGCL. At the Effective Time, but rather by virtue of the Merger (x) all Dissenting Shares shall be cancelled and cease to exist and (y) the holder or holders of Dissenting Shares shall be entitled only to payment by the Surviving Corporation such rights as may be granted to them under Section 262 of the “fair value” of such Dissenting Shares in accordance with Section 262DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal and payment under Section 262the DGCL, then the right of such holder to be paid the fair value such appraisal of such holder’s Dissenting Shares its shares of Company Common Stock shall cease cease, and such Dissenting Shares shares of Company Common Stock shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger Consideration as provided in Section 4.1this Article 3. The Company shall provide give Parent prompt notice to Parent of any written demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. To the extent permitted by applicable Law, Parent shall have the opportunity to participate in and control any and direct all negotiations and proceedings with respect to such demandsthe exercise of appraisal rights under Section 262 of the DGCL. Neither the The Company nor Parent shallshall not, without the except with Parent’s prior written consent of the other partyconsent, voluntarily make any payment with respect to, or settle, to or offer to settle, settle or settle any such demands or applications, or waive any failure to timely deliver a written demand for appraisal or agree to do any of the foregoingfor Dissenting Shares.