Common use of Shares of Dissenting Stockholders Clause in Contracts

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Common Stock held by a Dissenting Stockholder shall not be converted as described in Section 3.01(c) but, as of the Effective Time of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist and shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware; provided, however, that the shares of Common Stock outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Stockholder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal, in either case pursuant to the DGCL, shall be deemed to be converted as of the Effective Time of the Merger, into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any written demands for appraisal of shares of Common Stock received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Common Stock held by a person (a “Dissenting Stockholder shall Stockholder”) who objects to the Merger and complies with all the provisions of Delaware Law concerning the right of holders of shares of Common Stock to dissent from the Merger and require appraisal of their shares will not be converted as described in Section 3.01(c) but1.03(b), as of the Effective Time of the Merger, shall no longer but will be outstanding and shall automatically be canceled and retired and shall cease to exist and shall become converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Delaware Law. If, after the laws of the State of Delaware; providedEffective Time, howeversuch Dissenting Stockholder withdraws his demand for appraisal, that the or fails to perfect or otherwise loses his right to appraisal, in accordance with Delaware Law, his shares of Common Stock outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Stockholder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal, in either case pursuant to the DGCL, shall will be deemed to be have been converted as of the Effective Time of the Merger, into the right to receive the Merger Consideration. The Company shall will give Parent (i) prompt notice of any written demands for appraisal of shares of Common Stock received by the Company and (ii) the opportunity to direct control all negotiations and proceedings with respect to any such demands. The Company shall will not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Common Stock Shares held by a person (a "Dissenting Stockholder Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares to dissent from the Merger and require appraisal of their Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c) but), as of the Effective Time of the Merger, but shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist and shall become converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware; provided, however, that the shares of Common Stock outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Stockholder who shallDelaware law. If, after the Effective Time of the MergerTime, withdraw such Dissenting Stockholder withdraws his demand for appraisal or lose fails to perfect or otherwise loses his right of to appraisal, in either any case pursuant to the DGCL, his Shares shall be deemed to be converted as of the Effective Time of the Merger, into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any written demands for appraisal of shares of Common Stock Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Common Stock Shares held by a person (a "Dissenting Stockholder Stockholder") who complies with all the provisions of Delaware law concerning the right of holders of Shares to dissent from the Merger and require appraisal of their Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c) but), as of the Effective Time of the Merger, but shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist and shall become converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware; provided, however, that the shares of Common Stock outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Stockholder who shallDelaware law. If, after the Effective Time of the MergerTime, withdraw such Dissenting Stockholder withdraws his demand for appraisal or lose fails to perfect or otherwise loses his right of to appraisal, in either any case pursuant to the DGCL, his Shares shall be deemed to be converted as of the Effective Time of the Merger, into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any written demands for appraisal of shares of Common Stock Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Common Stock Shares held by a person (a "Dissenting Stockholder Stockholder") who complies with all the provisions of Delaware law concerning the right of holders of Company Common Stock to dissent from the Merger and require appraisal of their Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c) but, as of the Effective Time of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist and but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware; provided, however, that the shares of Common Stock outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Stockholder who shall. If, after the Effective Time of the MergerTime, withdraw such Dissenting Stockholder withdraws his demand for appraisal or lose fails to perfect or otherwise loses his right of appraisal, in either any case pursuant to the DGCL, his Shares shall be deemed to be converted as of the Effective Time of the Merger, into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any written demands for appraisal of shares of Common Stock Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, voluntarily such consent not to be unreasonably withheld, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Common Stock Shares held by a person (a "Dissenting Stockholder Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Company Common Stock to dissent from the Merger and require appraisal of their Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c) but, as of the Effective Time of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist and but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware; provided, however, that the shares of Common Stock outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Stockholder who shall. If, after the Effective Time of the MergerTime, withdraw such Dissenting Stockholder withdraws his demand for appraisal or lose fails to perfect or otherwise loses his right of appraisal, in either any case pursuant to the DGCL, his Shares shall be deemed to be converted as of the Effective Time of the Merger, into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any written demands for appraisal of shares of Common Stock Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Common Company Stock held by a person (a "Dissenting Stockholder Stockholder") who objects to the Merger and complies with all the provisions of Delaware Law concerning the right of holders of shares of Company Stock to dissent from the Merger and require appraisal of their shares shall not be converted as described in Section 3.01(c) but1.03(b), as of the Effective Time of the Merger, but shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist and shall become converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware; provided, however, that the shares of Common Stock outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Stockholder who shallDelaware Law. If, after the Effective Time of the MergerTime, withdraw such Dissenting Stockholder withdraws his demand for appraisal or lose fails to perfect or otherwise loses his right of to appraisal, in either any case pursuant to the DGCLDelaware Law, his shares of Company Stock shall be deemed to be converted as of the Effective Time of the Merger, into the right to receive the Merger Consideration. The Company shall give the Parent (i) prompt notice of any written demands for appraisal of shares of Common Company Stock received by the Company and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of the Parent, voluntarily make any payment with respect to, or settle, offer to settle settle, or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Common Stock Shares held by a person (a "Dissenting Stockholder Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares to dissent from the Merger and require appraisal of their Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c) but), as of the Effective Time of the Merger, but shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist and shall become converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware; provided, however, that the shares of Common Stock outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Stockholder who shallDelaware law. If, after the Effective Time of the MergerTime, withdraw such Dissenting Stockholder withdraws his demand for appraisal or lose fails to perfect or otherwise loses his right of to appraisal, in either any case pursuant to the DGCL, his Shares shall be deemed to be converted as of the Effective Time of the Merger, into the right to receive the Merger ConsiderationConsid- eration, without interest. The Company shall give Parent (i) prompt notice of any written demands for appraisal of shares of Common Stock Shares received by the Company or the receipt by the Company of any documents or instruments with respect to stockholder's rights of appraisal pursuant to the DGCL and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Common Stock held by a Dissenting Stockholder shall not be converted as described in Section 3.01(c) but, as of the Effective Time of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist and but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware; provided, however, that the shares of Common Stock outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Stockholder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal, in either case pursuant to the DGCL, shall be deemed to be converted as of the Effective Time of the Merger, Merger into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any written demands for appraisal of shares of Common Stock received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Common Stock Shares held by a person (a "Dissenting Stockholder Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares to dissent from the Merger and require appraisal of their Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c) but), as of the Effective Time of the Merger, but shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist and shall become converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware; provided, however, that the shares of Common Stock outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Stockholder who shallDelaware law. If, after the Effective Time of the MergerTime, withdraw such Dissenting Stockholder withdraws his demand for appraisal or lose fails to perfect or otherwise loses his right of to appraisal, in either any case pursuant to the DGCL, his Shares shall be deemed to be converted as of the Effective Time of the Merger, into the right to receive the Merger Consideration, without interest. The Company shall give Parent (i) prompt notice of any written demands for appraisal of shares of Common Stock Shares received by the Company or the receipt by the Company of any documents or instruments with respect to stockholder's rights of appraisal pursuant to the DGCL and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Common Stock Shares held by a person (a "Dissenting Stockholder Stockholder") who complies with Sections 86 through 98, inclusive, of the MBCL concerning the right of holders of Company Common Stock to dissent from the Merger and require appraisal of their Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c2.01(c) but, as of the Effective Time of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist and but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware; provided, however, that the shares of Common Stock outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Stockholder who shallMBCL. If, after the Effective Time of the MergerTime, withdraw such Dissenting Stockholder withdraws his demand for appraisal or lose fails to perfect or otherwise loses his right of appraisal, in either any case pursuant to the DGCLMBCL, his Shares shall be deemed to be converted as of the Effective Time of the Merger, into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any written demands for appraisal of shares of Common Stock Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in this the Agreement to the contrary, any issued and outstanding shares of Common Stock Shares held by a person (a "Dissenting Stockholder Stockholder") who complies with all the provisions of Delaware law concerning the right of holders of Company Common Stock to dissent from the Merger and require appraisal of their Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c) but, as of the Effective Time of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist and but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware; provided, however, that the shares of Common Stock outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Stockholder who shall. If, after the Effective Time of the MergerTime, withdraw such Dissenting Stockholder withdraws his demand for appraisal or lose fails to perfect or otherwise loses his right of appraisal, in either any case pursuant to the DGCL, his Shares shall be deemed to be converted as of the Effective Time of the Merger, into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any written demands for appraisal of shares of Common Stock Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Common Stock Shares held by a person (a "Dissenting Stockholder Stockholder") who has not voted in favor of or consented to the Merger and complies with all the provisions of the DGCL concerning the right of holders of Shares to require appraisal of their Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c) but3.1(c), as of the Effective Time of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist and but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware; provided, however, that the shares of Common Stock outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Stockholder who shallDGCL. If, after the Effective Time of the MergerTime, withdraw such Dissenting Stockholder withdraws his demand for appraisal or lose fails to perfect or otherwise loses his right of appraisal, in either any case pursuant to the DGCL, his Shares shall be deemed to be converted as of the Effective Time of the Merger, into the right to receive the Merger ConsiderationConsideration for each such Share, without interest or dividends. The Company shall give Parent (i) prompt notice of any written demands for appraisal of shares of Common Stock Shares received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to any such demandsCompany. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any Any issued and outstanding shares of Common Stock Shares held by a Person (a “Dissenting Stockholder Stockholder”) who has not voted in favor of or consented to the adoption of this Agreement and the Merger and has complied with all the provisions of the DGCL concerning the right of holders of Shares to require appraisal of their Shares (“Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as described in Section 3.01(c) but3.1(c), as of the Effective Time of the Merger, but shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist and shall become converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws procedures set forth in Section 262 of the State of Delaware; provided, however, that the shares of Common Stock outstanding immediately prior to the Effective Time of the Merger and held by a DGCL. If such Dissenting Stockholder who shall, after the Effective Time of the Merger, withdraw his withdraws its demand for appraisal or lose his fails to perfect or otherwise loses its right of appraisal, in either any case pursuant to the DGCL, its Shares shall be deemed to be converted as of the Effective Time of the Merger, into the right to receive the Merger ConsiderationConsideration for each such Share, without interest. The Company shall give Parent (i) prompt notice of any written demands for appraisal of shares of Common Stock Shares received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to any such demandsCompany. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Common Stock held by a person (a "Dissenting Stockholder shall Stockholder") who objects to the Merger and complies with all the provisions of Delaware Law concerning the right of holders of shares of Common Stock to dissent from the Merger and require appraisal of their shares will not be converted as described in Section 3.01(c) but1.03(b), as of the Effective Time of the Merger, shall no longer but will be outstanding and shall automatically be canceled and retired and shall cease to exist and shall become converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Delaware Law. If, after the laws of the State of Delaware; providedEffective Time, howeversuch Dissenting Stockholder withdraws his demand for appraisal, that the or fails to perfect or otherwise loses his right to appraisal, in accordance with Delaware Law, his shares of Common Stock outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Stockholder who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or lose his right of appraisal, in either case pursuant to the DGCL, shall will be deemed to be have been converted as of the Effective Time of the Merger, into the right to receive the Merger Consideration. The Company shall will give the Parent (i) prompt notice of any written demands for appraisal of shares of Common Stock received by the Company and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to any such demands. The Company shall will not, without the prior written consent of the Parent, voluntarily make any payment with respect to, or settle, offer to settle settle, or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Common Stock held by a person (a "Dissenting Stockholder Stockholder") who complies with all the provisions of Delaware law concerning the right of holders of Company Common Stock to dissent from the Merger and require appraisal of their shares of Company Common Stock ("Dissenting Shares") shall not be converted as described in Section 3.01(c2.01(c) but, as of the Effective Time of the Merger, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist and but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware; provided, however, that the shares of Common Stock outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Stockholder who shall. If, after the Effective Time of the MergerTime, withdraw such Dissenting Stockholder withdraws his demand for appraisal or lose fails to perfect or otherwise loses his right of appraisal, in either any case pursuant to the DGCL, his shares of Company Common Stock shall be deemed to be converted as of the Effective Time of the Merger, into the right to receive the Merger Consideration, without interest. The Company shall give Parent (i) prompt notice of any written demands for appraisal of shares of Company Common Stock received by the Company and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.