Common use of Shares of Dissenting Stockholders Clause in Contracts

Shares of Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, any shares (the “Dissenting Shares”) of Company Common Stock that are issued and outstanding as of the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who properly demands and perfects appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL, shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c), unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, his or her right to appraisal under the DGCL, and instead shall be entitled to receive such consideration as may be determined to be due with respect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 Section 262 of the DGCL. If, after the Effective Time, any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right, each share of such holder’s Company Common Stock shall thereupon be deemed to have been converted into and to have become, as of the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 interest, the Merger Consideration, in accordance with Section 2.01 (together with any dividends or other distributions to which holders of Certificates become entitled in accordance with this Article II upon the surrender of such Certificates).

Shares of Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, any shares (the “Dissenting Shares”) of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and that are held by a holder stockholder who has did not voted vote in favor of the Merger or consented thereto did not consent to the Merger in writing and who has properly demands and perfects exercised appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of rights under the DGCL, DGCL shall not be converted into the right to receive the Merger Consideration (as provided in Section 2.01(c), defined below) unless and until such the holder shall have failed to perfect, or shall have effectively withdrawn or lost, his or her such holder's right to appraisal under the DGCL, and instead shall be entitled to receive such consideration as may be determined to be due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 Section 262 of the DGCL. If, after the Effective Time, If any such holder shall have failed to perfect or shall have effectively withdrawn or lost the right to dissent, then as of the occurrence of such rightevent, each share of such holder’s Company Common 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 interestany interest thereon, the Merger Consideration, in accordance with Section 2.01 . The Company shall give iPCS (together with a) prompt notice of any dividends notice or other distributions to which holders demand for appraisal or payment for shares of Certificates become entitled in accordance with this Article II upon the surrender Company Common Stock or attempted withdrawals of such Certificates)demands received by the Company and (b) the right to participate in all negotiations and proceedings with respect to any such demands or notices. The Company shall not, without the prior written consent of iPCS, voluntarily 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 (the “Dissenting Shares”) of Company Common Stock that are issued and outstanding as of the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who properly demands and perfects appraisal of such Dissenting Shares shares pursuant to, and who complies in all respects with, Section 262 of the DGCLDGCL (the "Dissenting Shares"), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c2.01(a), unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, his or her right to appraisal under the DGCL, DGCL and instead shall be entitled 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 Section 262 of the DGCL. If, after the Effective Time, any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right, 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 interest, the Merger Consideration, in accordance with Section 2.01 2.01(a) (together with any dividends or other distributions to which holders of Certificates become entitled in accordance with this Article II upon the surrender of such Certificates).

Shares of Dissenting Stockholders. (a) Notwithstanding anything in this Agreement to the contrary, any shares (the “"Dissenting Shares”") of Company Common Stock that are issued and outstanding as of the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who properly demands and perfects appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL, shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c), unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, his or her right to appraisal under the DGCL, and instead shall be entitled 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 Section 262 of the DGCL. If, after the Effective Time, any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right, 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 interest, the Merger Consideration, in accordance with Section 2.01 (together with any dividends or other distributions to which holders of Certificates become entitled in accordance with this Article II upon the surrender of such Certificates).

Shares of Dissenting Stockholders. (ai) Notwithstanding anything in this Agreement to the contrary, any shares (the “Dissenting Shares”) of Company Common Stock (other than shares held in the treasury of the Company) that are issued and outstanding as of immediately prior to the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto and has properly exercised and perfected such holder’s appraisal rights in writing and who properly demands and perfects appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCLAct (the “Dissenting Shares” and any such holder, a “Dissenting Stockholder”) shall not be converted into the right to receive the Merger Consideration as consideration provided for in Section 2.01(c)2.4, but shall, as of the Effective Time, be converted into the right to receive such consideration as may be determined to be due to such holder pursuant to Section 262 of the Act, unless and until such holder shall have failed fails to perfect, or shall have effectively withdrawn withdraws or lostloses, his or her its right to appraisal dissent from the Merger under the DGCL, Act and instead shall be entitled 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 Section 262 of the DGCLAct. If, after the Effective Time, If any such holder Dissenting Stockholder shall have so failed to perfect or shall have effectively withdrawn or lost such right, each share of such holder’s Company Common Stock shall thereupon be deemed to have been automatically converted into and to have become, as of the Effective Time, the right to receive, without interestany interest thereon, the Merger Consideration, consideration provided for in accordance with this Section 2.01 (together with any dividends or other distributions to which holders of Certificates become entitled in accordance with this Article II upon the surrender of such Certificates)2.4.

Shares of Dissenting Stockholders. (a) Notwithstanding anything in any provision of this Agreement to the contrary, any if required by the DGCL (but only to the extent required thereby), shares of Common Stock that are issued and outstanding immediately prior to the Effective Time (other than shares of Common Stock to be cancelled pursuant to Section 3.1(c)) and that are held by holders of such shares who have properly exercised appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL (the “Dissenting Shares”) of Company Common Stock that are issued and outstanding as of the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who properly demands and perfects appraisal of such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL, shall will not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c), unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, his or her right to appraisal under the DGCLConsideration, and instead shall holders of such Dissenting Shares will be entitled to receive such consideration as may be determined to be due with respect to payment of the fair value of such Dissenting Shares pursuant to and subject to in accordance with the requirements provisions of such Section 262 of unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder shall have failed of Dissenting Shares fails to perfect or shall have effectively withdrawn withdraws or lost loses such appraisal right, each share of such holder’s Company Common Stock shall Dissenting Shares will thereupon be deemed to have treated as if they had been converted into and to have becomebecome exchangeable for, as of at the Effective Time, the right to receive, without interest, receive the Merger Consideration, in accordance with Section 2.01 (together with without any dividends or other distributions to which holders interest thereon, and the Surviving Corporation shall remain liable for payment of Certificates become entitled in accordance with this Article II upon the surrender of Merger Consideration for such Certificates)shares.