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 Target Companies Common Stock held by a person (a "Dissenting Stockholder") who has not voted in favor of or consented to the Mergers and complies with Section 262 and all other provisions of the DGCL concerning the right of holders of Target Companies Common Stock to require appraisal of their shares of Target Companies Common Stock ("Dissenting Shares") shall not be converted in the manner provided in Section 2.01(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. If, after the Effective Time, such Dissenting Stockholder withdraws such Dissenting Stockholder's demand for appraisal or fails to perfect or otherwise loses such Dissenting Stockholder's right of appraisal, in any case pursuant to the DGCL, the Target Companies Common Stock owned by such Dissenting Stockholder shall be deemed to be cancelled as of the Effective Time and shall become the right to receive, in respect of such cancelled Target Companies Common Stock, the consideration set forth in Section 2.01(c) to be delivered in exchange for a share of Target Companies Common Stock pursuant to the Mergers. The Target Companies shall give Parent prompt notice of any demands for appraisal of shares received by either of the Target Companies.

Shares of Dissenting Stockholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Target Companies Common Stock Shares held by a person (Person who has filed with the Company a "Dissenting Stockholder") who written objection to the Merger, has not voted in favor of or consented to the Mergers and complies with Section 262 and all other provisions approval of the DGCL concerning Merger (a “Dissenting Stockholder”) and has properly exercised and perfected appraisal rights under Title 3, Subtitle 2, of the right of holders of Target Companies Common Stock to require appraisal of their shares of Target Companies Common Stock MGCL ("“Dissenting Shares"”) shall not be converted in into the manner provided right to receive the Per Share Merger Consideration as described in Section 2.01(c3.1(c), but shall become be converted into the right to receive such consideration from the Surviving Entity as may be determined to be due to such Dissenting Stockholder pursuant to the DGCLprocedures set forth in Title 3, Subtitle 2, of the MGCL. If, after the Effective Time, If such Dissenting Stockholder withdraws such Dissenting Stockholder's its demand for appraisal or fails to perfect or otherwise loses such Dissenting Stockholder's its right of appraisalappraisal and payment, in any case pursuant to the DGCLMGCL, the Target Companies Common Stock owned by such Dissenting Stockholder holder’s Shares shall be deemed to be cancelled converted as of the Effective Time and shall become into the right to receivereceive the Per Share Merger Consideration for each such Share, in respect of without interest, and such cancelled Target Companies Common Stock, the consideration set forth in Section 2.01(c) to Shares shall no longer be delivered in exchange for a share of Target Companies Common Stock pursuant to the MergersDissenting Shares. The Target Companies Company shall give Parent (i) prompt notice of any demands received by the Company for appraisal of shares any Shares, withdrawals or such demands and any other instruments served pursuant to Title 3, Subtitle 2, of the MGCL and received by either of the Target CompaniesCompany and (ii) the opportunity to participate in all negotiations with respect to demands for appraisals under the MGCL.