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 held by a Dissenting Stockholder shall not be converted as described in Section 2.7(c) but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL; provided, however, that Shares 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 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, 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 shares of Common Stock or Convertible Preferred Stock outstanding immediately prior to the Effective Time and outstanding Shares held by a holder who has properly exercised his appraisal rights in accordance with Section 262 of the DGCL (the “Dissenting Stockholder Shares”) shall not be converted as described in Section 2.7(c) but shall become into the right to receive the Merger Consideration as set forth herein, unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, his right to dissent from the Merger under the DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Stockholder Shares pursuant to and subject to the requirements of the DGCL; provided, however, that Shares 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 to Parent of any written demands for appraisal of Shares received by the Company any shares of Common Stock or Convertible Preferred Stock, and (ii) Parent shall have the opportunity to direct reasonably participate in all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands, or agree to do any of the foregoing.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any Any issued and outstanding Shares held by a Person (a “Dissenting Stockholder Stockholder”) who has not voted in favor of approval of this Agreement and objects to the Merger and complies with all the provisions of the DGCL concerning the right of holders of Shares to dissent from the Merger and obtain payment for their Shares (“Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as described in Section 2.7(c) 3.1(c), but shall become be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL; provided, however, that Shares outstanding immediately prior to the Effective Time procedures set forth in Section 262 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 payment or lose his fails to perfect or otherwise loses its right of appraisalpayment, in either any case pursuant to the DGCL, its Shares shall be deemed to be converted, 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 payment of Dissenting 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, 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 shares of Common Stock outstanding immediately prior to the Effective Time and outstanding Shares held by a holder who has properly exercised his appraisal rights in accordance with Section 262 of the DGCL (the “ Dissenting Stockholder Shares”) shall cease to be outstanding and be cancelled. Dissenting Shares shall not be converted as described in Section 2.7(c) but shall become into the right to receive the Merger Consideration as set forth herein, unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, 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 Stockholder Shares pursuant to and subject to the requirements of the DGCL; provided, however, that Shares 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 to Parent of any written demands for appraisal of Shares received by the Company any shares of Common Stock, and (ii) Parent shall have the opportunity to direct reasonably participate in all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of ParentParent or as otherwise required by Law, make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands, or agree to do any of the foregoing.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding Shares held by a person (a "Dissenting Stockholder Stockholder") who has not voted in favor of or consented to the Merger and complies with the applicable provisions of the DGCL concerning the rights of holders of Shares to require appraisal of their Shares ("Dissenting Shares"), as appropriate, shall not be converted as described in Section 2.7(c) 2.1(a), but shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL; provided, however, that Shares 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, cancelled as of the Effective Time of the Merger, and be converted into the right to receive the Merger ConsiderationConsideration allocated as provided in Section 2.1(a). The Company shall give Parent (i) Newco prompt notice of any written demands for appraisal of 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 ParentNewco, 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 shares of Common Stock outstanding immediately prior to the Effective Time and outstanding Shares held by a holder who has properly exercised his appraisal rights in accordance with Section 262 of the DGCL (the “Dissenting Stockholder Shares”) shall cease to be outstanding and be cancelled. Dissenting Shares shall not be converted as described in Section 2.7(c) but shall become into the right to receive the Merger Consideration as set forth herein, unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, 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 Stockholder Shares pursuant to and subject to the requirements of the DGCL; provided, however, that Shares 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 to Parent of any written demands for appraisal of Shares received by the Company any shares of Common Stock, and (ii) Parent shall have the opportunity to direct reasonably participate in all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of ParentParent or as otherwise required by Law, make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands, or agree to do any of the foregoing.