Common use of Shares of Dissenting Stockholders Clause in Contracts

Shares of Dissenting Stockholders. Any issued and outstanding shares of Prize Common Stock held by a Dissenting Stockholder shall 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, shares of Prize Common Stock outstanding at the Effective Time and held by a Dissenting Stockholder who shall, after the Effective Time, withdraw his demand for appraisal or lose his right of appraisal as provided in the DGCL, shall be deemed to be converted, as of the Effective Time, into the right to receive the shares of Parent Common Stock and the Cash Consideration (without interest) specified in Section 2.4(c)(i) in accordance with the procedures specified in Section 2.5(c). Prize shall give Parent (A) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to the DGCL received by Prize, and (B) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prize will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands.

Shares of Dissenting Stockholders. Any issued and outstanding shares of Prize Common Stock and Prize Preferred Stock held by a Dissenting Stockholder shall 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, shares of Prize Common Stock and Prize Preferred Stock outstanding at the Effective Time and held by a Dissenting Stockholder who shall, after the Effective Time, withdraw his his, her or its demand for appraisal or lose his his, her or its right of appraisal as provided in the DGCL, shall be deemed to be converted, as of the Effective Time, into the right to receive the shares of Parent Common Stock and the Cash Consideration (without interest) specified in Section 2.4(c)(i) or Parent Preferred Stock, as applicable, in accordance with the procedures specified in Section 2.5(c2.5(b). Prize shall give Parent (A) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to the DGCL received by Prize, and (B) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prize will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands.

Shares of Dissenting Stockholders. Any issued and outstanding shares of Prize Tide West Common Stock held by a Dissenting Stockholder shall 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, shares of Prize Tide West Common Stock outstanding at the Effective Time ------- and held by a Dissenting Stockholder who shall, after the Effective Time, withdraw his demand for appraisal or lose his right of appraisal as provided in the DGCL, shall be deemed to be converted, as of the Effective Time, into the right to receive the shares of Parent Common Stock and the Cash Consideration amount of cash (without interest) specified in Section 2.4(c)(i2.4(b)(i) in accordance with the procedures specified in Section 2.5(c2.5(b). Prize Tide West shall give Parent (A) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to the DGCL received by PrizeTide West, and (B) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prize Tide West will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands.

Shares of Dissenting Stockholders. Any issued and outstanding shares --------------------------------- of Prize Company Common Stock held by a Dissenting Stockholder holds shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCLDelaware Law; provided, however, shares of Prize Company Common Stock outstanding at the Effective Time and held by a Dissenting Stockholder who shall, after the Effective Time, withdraw his their demand for appraisal purchase or lose his their right of appraisal purchase as provided in the DGCLDelaware Law, shall be deemed to be converted, as of the Effective Time, into the right to receive the shares of Parent Common Stock Stock, dividends and the Cash Consideration (without interest) specified in Section 2.4(c)(i) distribution, if any, in accordance with the procedures specified Section 1.6(d), and cash in lieu of fractional shares in -------------- accordance with Section 2.5(c)1.10, without interest. Prize The Company shall give Parent ------------ (A) prompt notice of any written demands it receives for appraisalpurchase, withdrawals of demands for appraisal purchase and any other instruments served pursuant to Section 262 of the DGCL received by PrizeDelaware Law, and (B) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal purchase under Section 262 of the DGCLDelaware Law. Prize The Company will not voluntarily make any payment with respect to any such demands for appraisal purchase and will not, except with the prior written consent of Parent, settle or offer to settle any such demands.

Shares of Dissenting Stockholders. Any issued and outstanding shares of Prize Company Common Stock held by a Dissenting Stockholder shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCLNGCL; provided, however, shares of Prize Company Common Stock outstanding at the Effective Time and held by a Dissenting Stockholder who shall, after the Effective Time, withdraw his his, her or its demand for appraisal or lose his his, her or its right of appraisal as provided in the DGCLNGCL, and such shares shall be deemed to be converted, as of the Effective Time, into the right to receive the shares of Parent Common Stock and the Cash Consideration (without interest) specified in Section 2.4(c)(i) Merger Consideration, in accordance with the procedures specified in Section 2.5(c)this Article 3. Prize Prior to the Effective Time, the Company shall give Parent HSCC (A) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal and any other instruments served pursuant to the DGCL NGCL relating to appraisal rights received by Prizethe Company, and (B) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLNGCL. Prize Prior to the Effective Time, the Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of ParentHSCC, settle or offer to settle any such demands.