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 the Company Common Stock held by a person (a "Dissenting Stockholder") who objects ---------------------- to the Merger and complies with all the provisions of the DGCL concerning the right of holders of the Company Common Stock to dissent from the Merger and require appraisal of their shares of the Company Common Stock "Dissenting ---------- Shares") shall not be converted as described in Section 3.1(c) 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. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his shares of the Company Common Stock shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of shares of the 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. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or enter into a binding settlement agreement or make a written offer to settle, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in --------------------------------- this Agreement to the contrary, any issued and outstanding shares of the Company Common Stock Shares held by a person (a "Dissenting Stockholder") who objects ---------------------- to has neither voted in favor of the Merger nor consented in writing thereto and who otherwise complies with all the applicable provisions of the DGCL concerning the right of holders of the Company Common Stock Shares to dissent from the Merger and require appraisal of their shares of the Company Common Stock Shares ("Dissenting ---------- Shares") shall not be converted as described in Section 3.1(c1.3(a) 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. If, after the Effective Time, such Dissenting Stockholder withdraws his his, her or its demand for appraisal or fails to perfect or otherwise loses his his, her or its right of appraisal, in any case pursuant to the DGCL, his shares each of the Company his, her or its Common Stock Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration, in the manner contemplated by this Section 1. The Company AIL or, after the Effective Time, the Surviving Corporation, shall give Parent (i) EDO prompt notice of any demands for appraisal of shares of the Company Common Stock Shares received by AIL or the Company and (ii) Surviving Corporation, as applicable. AIL or, after the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company Effective Time, the Surviving Corporation, shall not, without the prior written consent of ParentEDO, make any payment with respect to, settle or enter into a binding settlement agreement or make a written offer to settle, any such demands.

Shares of Dissenting Stockholders. Notwithstanding Subject to Section 6.2(e), notwithstanding anything in --------------------------------- this Agreement to the contrary, any issued and outstanding shares of the Company Common Stock that are outstanding as of the Effective Time and that are held by a person (a "Dissenting Stockholder") stockholder who objects ---------------------- to the Merger and complies with all the provisions has properly exercised his appraisal rights under Section 262 of the DGCL concerning (the right of holders of the Company Common Stock to dissent from the Merger and require appraisal of their shares of the Company Common Stock "Dissenting ---------- Shares") shall not be converted as described in Section 3.1(c) but shall become ------ into the right to receive the Merger Consideration; provided, however, if any such 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 laws requirements of the State DGCL, each share of Delaware. Ifsuch holder's Company Common Stock thereupon shall be deemed to have been converted into and to have become, after as of the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his shares of the Company Common Stock shall be deemed to be converted as of the Effective Time into the right to receive receive, without any interest thereon, the Merger ConsiderationConsideration in accordance with Section 2.1(c). The Company shall give Parent (i) prompt written notice of any all demands for appraisal of or payment for shares of the Company Common Stock received by the Company prior to the Effective Time in accordance with the DGCL and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemands and notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or enter into a binding settlement agreement or make a written settle, offer to settlesettle or otherwise compromise or negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in --------------------------------- this Agreement to the contrary, any issued and outstanding shares of the Company Common Stock Shares held by a person Person (a "“Dissenting Stockholder"”) who objects ---------------------- has not voted in favor of or consented to the adoption of this Agreement and the Merger and complies has complied with all the provisions of the DGCL concerning the right of holders of the Company Common Stock Shares to dissent from the Merger and require appraisal of their shares of the Company Common Stock "Shares (“Dissenting ---------- Shares"”) shall not be converted into the right to receive the applicable Merger Consideration as described in Section 3.1(c) ), but shall become ------ 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 DelawareDGCL. If, after the Effective Time, If such Dissenting Stockholder withdraws his its demand for appraisal or fails to perfect or otherwise loses his its right of appraisal, in any case pursuant to the DGCL, his shares of the Company Common Stock its Shares shall be deemed to be converted as of the Effective Time into the right to receive the applicable Merger ConsiderationConsideration for each such Share, without interest. The Company shall give Parent (i) Newco prompt notice of any demands for appraisal of shares of the Company Common Stock Shares received by the Company Company, withdrawals of such demands and (ii) any other instruments served pursuant to Section 262 of the DGCL and shall give Newco the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsthereto. The Company shall not, without the prior written consent of ParentNewco, make any payment with respect to, or enter into a binding settlement agreement settle or make a written offer to settle, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in --------------------------------- this Agreement to the contrary, any issued and outstanding shares of the Company Common Stock Shares held by a person (a "Dissenting Stockholder") who objects ---------------------- to has neither voted in favor of the Merger ---------------------- nor consented in writing thereto and otherwise complies with all the applicable provisions of the DGCL concerning the right of holders of the Company Common Stock to dissent from the Merger and require appraisal of their shares of the Company Common Stock Shares ("Dissenting ---------- Shares") shall not be converted as described in Section 3.1(c) 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. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his shares of the Company Common Stock Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of shares of the Company Common Stock Shares received by the Company and (ii) if and after Sub shall have accepted for payment Shares pursuant to and subject to the conditions of the Offer (including the Minimum Condition) 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, make any payment with respect to, or enter into a binding settlement agreement or make a written settle, offer to settlesettle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in --------------------------------- this Agreement to the contrary, any each share of Company Common Stock issued and outstanding shares of immediately prior to the Company Common Stock Effective Time and held by a person (a "Dissenting Stockholder") who objects ---------------------- to has neither voted in favor of the Merger nor consented in writing thereto and who otherwise complies with all the applicable provisions of the DGCL concerning the right of holders of the Company Common Stock to dissent from the Merger and require appraisal of their shares of the Company Common Stock ("Dissenting ---------- Shares") shall not be converted as described in Section 3.1(c1.6(a) hereof 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. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his shares of the Company Common Stock shall be deemed to be converted as of the Effective Time into the right to receive the Merger ConsiderationConsideration in accordance with Section 1.6(a). The Company shall give Parent (i) prompt notice of any demands for appraisal of shares of the 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. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or enter into a binding settlement agreement or make a written settle, offer to settlesettle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything in --------------------------------- this Agreement to the contrary, any issued and outstanding shares of the Company Common Stock Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects ---------------------- to the Merger and complies with all the provisions of the DGCL Delaware law concerning the right of holders of the Company Common Stock Shares and/or Class B Shares to dissent from the Merger and require appraisal of their shares of the Company Common Stock Shares and/or Class B Shares ("Dissenting ---------- Shares") shall not be converted as described in Section 3.1(c) 3.01(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 laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his shares of the Company Common Stock Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of shares of the Company Common Stock Shares or Class B 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, make any payment with respect to, or enter into a binding settlement agreement or make a written settle, offer to settlesettle or otherwise negotiate, any such demands.