Common use of No Exercise of Appraisal Rights Clause in Contracts

No Exercise of Appraisal Rights. If (a) Parent purchases any Exercised Shares pursuant to the Option, (b) the Board of Directors of the Company recommends to the stockholders of the Company that they vote in favor of an Acquisition Proposal for a merger of the Company that is to be accounted for as a "pooling of interests," (c) such merger is voted upon by the Company's stockholders within 180 days after Parent's purchase of such Exercised Shares and (d) the recommendation of the Board of Directors of the Company in favor of such merger has not been withdrawn and remains in effect as of the time of the vote by the Company's stockholders upon such merger, then Parent shall not exercise any statutory appraisal rights with respect to such Exercised Shares in connection with such merger. Nothing contained in this Section 5.3 or elsewhere in this Option Agreement shall require Parent to vote any shares of Company Common Stock in favor of any such merger, and nothing in this Section 5.3 or elsewhere in this Option Agreement shall preclude Parent from voting any shares of Company Common Stock against such merger.