Common use of Shares of Dissenting Stockholders Clause in Contracts

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding as of the Effective Time and that are held by a stockholder who has properly exercised appraisal rights under the DGCL (the “Dissenting Shares “) shall not be converted into the right to receive the Merger Consideration unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, the right to dissent from the Merger under the DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the DGCL. If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right after the Election Deadline, each share of such holder’s Company Common Stock shall thereupon be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without any interest thereon, the Stock Election Consideration or the Cash Election Consideration, or a combination thereof, as determined by Newco, in its sole discretion. Company shall give Newco (i) prompt notice of any notice or demands for appraisal or payment for shares of Company Common Stock received by Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. Company shall not, without the prior written consent of Newco, 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 shares of Company Common Stock that are issued and outstanding as of the Effective Time and that are held by a stockholder who has properly exercised his appraisal rights under the DGCL (the “Dissenting Shares “"DISSENTING SHARES") shall not be converted into the right to receive the Merger Consideration unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, the his right to dissent from the Merger under the DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the DGCL. If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right after the Election Deadline, each share of such holder’s 's Company Common Stock shall thereupon be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without any interest thereon, the Stock Election Consideration or the Cash Election Consideration, or a combination thereof, as determined by Newco, Parent in its sole discretion. The Company shall give Newco Parent (i) prompt notice of any notice or demands for appraisal or payment for shares of Company Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of NewcoParent, 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 shares of Company Common Stock that are issued and outstanding as of the Effective Time and that are held by a stockholder who has properly exercised appraisal rights under the DGCL (the “Dissenting Shares “"DISSENTING SHARES ") shall not be converted into the right to receive the Merger Consideration unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, the right to dissent from the Merger under the DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the DGCL. If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right after the Election Deadline, each share of such holder’s 's Company Common Stock shall thereupon be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without any interest thereon, the Stock Election Consideration or the Cash Election Consideration, or a combination thereof, as determined by Newco, in its sole discretion. Company shall give Newco (i) prompt notice of any notice or demands for appraisal or payment for shares of Company Common Stock received by Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. Company shall not, without the prior written consent of Newco, 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 shares of Company MCI Common Stock that are issued and outstanding as of immediately prior to the Effective Time and that are held by a stockholder stockholders who has shall not have voted in favor of the Merger or consented thereto in writing and who shall have demanded properly exercised in writing appraisal rights under for such shares in accordance with Section 262 of the DGCL (collectively, the “"Dissenting Shares “Shares") shall not be converted into or represent the right to receive the Merger Consideration unless and until Consideration. Such stockholders shall be entitled to receive payment of the holder appraised value of such shares of MCI 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, perfect or who effectively shall have effectively withdrawn or lost, the right to dissent from the Merger under the DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the DGCL. If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right after the Election Deadline, each share their rights to appraisal of such holder’s Company shares of MCI Common Stock under such Section 262 shall thereupon be deemed to have been converted into and to have becomebecome exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Stock Election Consideration or the Cash Election Merger Consideration, or a combination thereof, as determined by Newco, in its sole discretion. Company MCI shall give Newco BT (i) prompt notice of any notice or demands for appraisal or payment for shares of Company MCI Common Stock received by Company MCI and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. Company MCI shall not, without the prior written consent of NewcoBT, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding as of the Effective Time and that are held by a stockholder holder who has not voted in favor of the Merger or consented thereto in writing and who has properly exercised his or her appraisal rights (the "Dissenting Shares") under the DGCL (the “Dissenting Shares “) DGCL, shall not be converted into the right to receive the Merger Consideration Consideration, unless and until the such holder shall have failed to perfect, or shall have effectively withdrawn or lost, the his or her right to dissent from the Merger under the DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the DGCL. If If, after the Effective Time, any such holder shall have so failed to perfect or shall have effectively withdrawn or lost such right after the Election Deadlineright, each share of such holder’s 's Company Common Stock shall thereupon be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without any interest or dividends thereon, the Stock Election Consideration or the Cash Election Consideration, or a combination thereof, as determined by Newco, consideration provided for in its sole discretion. this Article II. (b) The Company shall give Newco Merger Sub and the Investor Group (i) prompt notice of any notice notices or demands for appraisal or payment for shares of Company Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of NewcoMerger Sub and the Investor Group, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.payments

Shares of Dissenting Stockholders. Notwithstanding anything --------------------------------- in this Agreement to the contrary, any shares of Company Common Stock and Company Preferred Stock that are issued and outstanding as of immediately prior to the Effective Time and that are held by a stockholder who did not vote in favor of the Merger or consent to the Merger in writing and has properly exercised appraisal rights (the "Dissenting Shares") under the DGCL (the “Dissenting Shares “) shall not be converted into the right to receive the Merger Consideration (as defined below) unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, the such holder's right to dissent from the Merger appraisal under the DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the DGCL. If any such holder shall have so failed to perfect or shall have effectively withdrawn or lost the right to appraisal, then as of the occurrence of such right after the Election Deadlineevent, each share of such holder’s Company Common Stock and Company Preferred Stock held by such holder shall thereupon be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without any interest thereon, the Stock Election Consideration or the Cash Election Merger Consideration, or a combination thereof, as determined by Newco, in its sole discretion. The Company shall give Newco Public (i) prompt notice of any notice or demands demand for appraisal or payment for shares of Company Common Stock or attempted withdrawals of such demands received by the Company and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of NewcoPublic, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding Notwith-standing anything in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding as of the Effective Time and that are FTX Common Shares held by a stockholder person (a "DISSENTING STOCKHOLDER") who has properly exercised not voted in favor of or consented to the Merger and complies with Section 262 and all other provisions of Delaware law concerning the right of holders of FTX Common Shares to require appraisal rights under the DGCL of their FTX Common Shares (the “Dissenting Shares “"DISSENTING SHARES") shall not be converted into in the manner provided in SECTION 1.5(b), but shall become the right to receive the Merger Consideration unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, the right to dissent from the Merger under the DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Shares Stockholder pursuant to and subject to Delaware law. If, after the requirements of the DGCL. If any Effective Time, such holder shall have so failed Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or have effectively withdrawn or lost otherwise loses his right of appraisal, in any case pursuant to the DGCL, the FTX Common Shares owned by such right after the Election Deadline, each share of such holder’s Company Common Stock stockholders shall thereupon be deemed to have been converted into and to have become, be canceled as of the Effective Time, Time and become the right to receive, without any interest thereonin respect of each such canceled FTX Common Share, the Stock Election Consideration or consideration set forth in Section 1.5(b) to be delivered in exchange for a FTX Common Share pursuant to the Cash Election Consideration, or a combination thereof, as determined by Newco, in its sole discretionMerger. Company FTX shall give Newco IGL (i) prompt notice of any notice or demands for appraisal or payment for of shares of Company Common Stock received by Company FTX and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or noticesdemands. Company FTX shall not, without the prior written consent of NewcoIGL, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding Notwith-standing anything in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding as of the Effective Time and that are FTX Common Shares held by a stockholder person (a "Dissenting Stockholder") who has properly exercised not voted in favor of or consented to the Merger and complies with Section 262 and all other provisions of Delaware law concerning the right of holders of FTX Common Shares to require appraisal rights under the DGCL of their FTX Common Shares (the “"Dissenting Shares “Shares") shall not be converted into in the manner provided in Section 1.5(b), but shall become the right to receive the Merger Consideration unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, the right to dissent from the Merger under the DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Shares Stockholder pursuant to and subject to Delaware law. If, after the requirements of the DGCL. If any Effective Time, such holder shall have so failed Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or have effectively withdrawn or lost otherwise loses his right of appraisal, in any case pursuant to the DGCL, the FTX Common Shares owned by such right after the Election Deadline, each share of such holder’s Company Common Stock stockholders shall thereupon be deemed to have been converted into and to have become, be canceled as of the Effective Time, Time and become the right to receive, without any interest thereonin respect of each such canceled FTX Common Share, the Stock Election Consideration or consideration set forth in Section 1.5(b) to be delivered in exchange for a FTX Common Share pursuant to the Cash Election Consideration, or a combination thereof, as determined by Newco, in its sole discretionMerger. Company FTX shall give Newco IGL (i) prompt notice of any notice or demands for appraisal or payment for of shares of Company Common Stock received by Company FTX and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or noticesdemands. Company FTX shall not, without the prior written consent of NewcoIGL, 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 shares of Company Common Stock that are issued and outstanding as of the Effective Time and that are held by a stockholder who has properly exercised appraisal rights under the DGCL (the “Dissenting Shares “”) shall not be converted into the right to receive the Merger Consideration unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, the right to dissent from the Merger under the DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the DGCL. If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right after the Election Deadline, each share of such holder’s Company Common Stock shall thereupon be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without any interest thereon, the Stock Election Consideration or the Cash Election Consideration, or a combination thereof, as determined by Newco, in its sole discretion. Company shall give Newco (i) prompt notice of any notice or demands for appraisal or payment for shares of Company Common Stock received by Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands or notices. Company shall not, without the prior written consent of Newco, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.