Common use of Loss of Dissenting Share Status Clause in Contracts

Loss of Dissenting Share Status. Notwithstanding the provisions of Section 1.7(a), if any holder of shares of Capital Stock who has asserted such holder’s right to payment of the “fair value” for such holder’s shares under the DGCL (or “fair market value” for such holder’s shares under Chapter 13) shall effectively withdraw or lose (through the failure to perfect or otherwise) such holder’s dissenters’ rights, then such holder’s shares of Capital Stock shall thereupon be deemed automatically to have been converted, as of the Effective Time, into the right to receive the applicable Merger Consideration, without interest thereon, promptly following the surrender of the certificate or certificates representing such shares of Capital Stock or upon the delivery of an appropriate affidavit, in each case, in accordance with Section 1.8.

Loss of Dissenting Share Status. Notwithstanding the provisions of Section 1.7(a), if any holder of shares of Capital Stock who has asserted such holder’s right to payment of the “fair value” for such holder’s shares under the DGCL (or “fair market value” for such holder’s shares under Chapter 13) shall effectively withdraw or lose (through the failure to perfect or otherwise) such holder’s dissenters’ rights, then such holder’s shares of Capital Stock shall thereupon be deemed automatically to have been converted, as of the Effective Time, into the right to receive the applicable Merger Consideration, without interest thereon, promptly following the surrender of the certificate or certificates representing such shares of Capital Stock or upon the delivery of an appropriate affidavit, in each case, in accordance with Section 1.8.

Loss of Dissenting Share Status. Notwithstanding the provisions of Section 1.7(a1.8(a), if any holder of shares of Capital Stock who has asserted such holder’s right to payment demands appraisal of the “fair value” for such holder’s shares under the DGCL (or “fair market value” for such holder’s shares under Chapter 13) shall effectively withdraw or lose (through the failure to perfect or otherwise) such holder’s dissenters’ rightsright to appraisal, then as of the Closing or the occurrence of such event, whichever occurs later, such holder’s shares of Capital Stock shall thereupon automatically be converted, and shall be deemed automatically to have been converted, as of converted at the Effective Time, into the right to receive the applicable Merger ConsiderationConsideration issuable pursuant to Section 1.5(a), without interest thereon, promptly following the surrender of the certificate or certificates representing such shares of Capital Stock or upon the delivery of an appropriate affidavit, in each case, in accordance with Section 1.8Stock.

Loss of Dissenting Share Status. Notwithstanding the provisions of Section 1.7(a1.13(a), if any holder of shares of Capital Common Stock who has asserted such holder’s right to payment properly demands appraisal of the “fair value” for such holder’s shares under the DGCL (or “fair market value” for such holder’s shares under Chapter 13) shall effectively withdraw or lose (through the failure to perfect or otherwise) such holder’s dissenters’ rightsright to appraisal, then as of the Closing or the occurrence of such event, whichever later occurs, such holder’s shares of Capital Common Stock shall thereupon automatically be deemed automatically to have been converted, as of the Effective Time, converted into the right to receive the applicable portion of the Merger ConsiderationConsideration in accordance with Section 1.6, without interest thereon, promptly as and when payable pursuant to this Agreement, following the surrender of the certificate or certificates stock certificate(s) representing such shares of Capital Common Stock or upon the delivery of an appropriate affidavit, in each case, in accordance with Section 1.81.11.