Common use of Statutory Rights of Appraisal Clause in Contracts

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Common Stock who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the “Dissenting Company Shares”) will not be converted into the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g). Such Company Stockholders will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each case, without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock in the manner provided in Section 2.9.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), all Company Common Stock Shares that is are issued and outstanding immediately prior to the Merger Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Common Stock Stockholders who shall have not neither voted in favor of the adoption of this Agreement or nor consented thereto in writing and who shall have properly exercised and validly perfected their statutory rights of appraisal rights with in respect thereto of such Company Shares in accordance with, and who have complied with, with Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the collectively, “Dissenting Company Shares”) will shall not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with pursuant to Section 2.7 and 2.07(a), subject to the Dividend Consideration, if any, in accordance with following sentence of this Section 2.9(g2.07(c)(i). Such Company Stockholders will shall be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL (and at the Merger Effective Time, such Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL), except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL will shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Merger Effective Time, the right to receive the Per Share Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each case, without interest thereon, upon surrender of the Certificates certificate or Uncertificated Shares certificates that formerly evidenced such shares of Company Common Stock Shares in the manner provided in Section 2.92.09 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 2.11).

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), all shares of Company Common Stock that is are issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Common Stock Stockholders who shall neither have not voted in favor of the adoption of this Agreement or Merger nor consented thereto in writing and who shall have properly exercised appraisal rights with respect thereto in accordance withand validly perfected, and who have complied withnot effectively withdrawn or lost, Section 262 their statutory rights of the DGCL with appraisal in respect to any of such shares of Company Common Stock held by any such holder in accordance with Section 13.02 of the MBCA (the collectively, “Dissenting Company Shares”) will shall not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with pursuant to Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g2.7(a)(i). Such Company Stockholders will Stockholder shall be entitled only to such rights as are granted by the MBCA to a holder of Dissenting Company Shares. At the Effective Time, the Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each Company Stockholder who holds Dissenting Company Shares shall cease to have any rights with respect thereto, except the right to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 13.02 of the DGCL except MBCA; provided that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 13.02 of the DGCL will MBCA shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the later of the Effective TimeTime and the time that such right to appraisal has been irrevocably lost or withdrawn or has expired, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each case, without interest thereon, upon surrender of the Certificates certificate or Uncertificated Shares certificates that formerly evidenced such shares of Company Common Stock or the Uncertificated Shares in the manner provided in Section 2.92.8.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), all Company Common Stock Shares that is are issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders Company Stockholders who are entitled to demand and have properly and validly demanded their statutory rights of appraisal in respect of such Company Common Stock who have not voted Shares in favor of the adoption of this Agreement or consented thereto compliance in writing and who have properly exercised appraisal rights all respects with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the collectively, “Dissenting Company Shares”) will ), shall not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with pursuant to Section 2.7 3.7(a). At the Effective Time, all Dissenting Company Shares shall be canceled and cease to exist, and the Dividend Consideration, if any, in accordance with Section 2.9(g)holders of Dissenting Company Shares shall only be entitled to the rights granted to them under the DGCL. Such Holders of Dissenting Company Stockholders Shares will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of consideration as may be determined to be due to such holder pursuant to Section 262 of the DGCL DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or otherwise lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL will shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed as of the Effective Time to have been converted into, and to have become exchangeable for, as of the Effective Time, solely for the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each case, without interest thereonthereon and less any applicable withholding Tax pursuant to Section 3.8(e), upon surrender of the Certificates or Uncertificated such Company Shares that formerly evidenced such shares of Company Common Stock in the manner provided in Section 2.93.8.

Statutory Rights of Appraisal. (i) At the Effective Time, each Dissenting Company Share shall automatically be cancelled and converted into the right to receive the applicable amounts pursuant to this Section 2.7(f). Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), any share of Company Common Capital Stock that is issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of record or owned by beneficial owners of such Company Common Capital Stock who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL with respect to any such shares of Company Common Capital Stock held by any such holder or owned by any such beneficial owner (the “Dissenting Company Shares”) will not be converted into the right to receive the Merger Consideration in accordance with pursuant to this Section 2.7 2.7, and the Dividend Consideration, if any, in accordance with Section 2.9(g). Such holders or beneficial owners of such Dissenting Company Stockholders Shares will be entitled to receive payment of the appraised fair value of such Dissenting Company Shares in accordance with the provisions of such Section 262 of the DGCL except that all Dissenting Company Shares held by Company Stockholders who shall have failed unless and until any such holder or owner fails to timely perfect or who shall have effectively withdrawn otherwise waives, withdraws or lost loses their rights to appraisal of and payment under the DGCL. If, after the Effective Time, any such holder or owner fails to timely perfect or effectively withdraws or loses such rights, such Dissenting Company Shares pursuant to Section 262 of the DGCL will thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of at the Effective Time, the right to receive the Merger Consideration, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Dissenting Company Shares in accordance with Section 2.7 and this Agreement. At the Dividend ConsiderationEffective Time, if anyany holder or owner of Dissenting Company Shares will cease to have any rights with respect thereto, in accordance with Section 2.9(g), in each case, without interest thereon, upon surrender of except the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock in the manner rights provided in Section 2.9262 of the DGCL and as provided in the previous sentence. The Company shall give Parent (i) prompt notice of any actual or, if in writing, threatened demands received by the Company for appraisal of Company Capital Stock and (ii) the right to direct, in consultation with the Company, all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), make any payment with respect to any demands for appraisal or settle or offer to settle any such demands.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), all Company Common Stock Shares that is are issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Common Stock Stockholders who shall have not neither voted in favor of the adoption of this Agreement or Merger nor consented thereto in writing and who shall have properly exercised and validly perfected their statutory rights of appraisal rights with in respect thereto of such Company Shares in accordance with, and who have complied with, with Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the collectively, “Dissenting Company Shares”) will shall not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with pursuant to Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g2.07(a). Such Company Stockholders will shall be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL (and at the Effective Time, such Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL), except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL will shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each case, without interest thereon, upon surrender of the Certificates certificate or Uncertificated Shares certificates that formerly evidenced such shares of Company Common Stock Shares in the manner provided in Section 2.92.08.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Common Stock who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the “Dissenting Company Shares”) will not be converted into the right to receive the Merger Consideration in accordance with Per Share Price pursuant to this Section 2.7 2.7, and the Dividend Consideration, if any, in accordance with Section 2.9(g). Such holders of such Dissenting Company Stockholders Shares will be entitled to receive payment of the appraised fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL except that all Dissenting Company Shares held by Company Stockholders who shall have failed unless and until any such holder fails to perfect or who shall have effectively withdrawn withdraws or lost loses their rights to appraisal of and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such Dissenting Company Shares pursuant to Section 262 of the DGCL will thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of at the Effective Time, the right to receive the Merger Consideration Per Share Price and the Surviving Corporation shall remain liable for payment of the Per Share Price for such Dissenting Company Shares in accordance with this Agreement. At the Effective Time, any holder of Dissenting Company Shares will cease to have any rights with respect thereto, except the rights provided in Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each case, without interest thereon, upon surrender 262 of the Certificates or Uncertificated Shares that formerly evidenced such shares DGCL and as provided in the previous sentence. The Company shall give Parent (i) prompt written notice of any demands received by the Company for appraisal of Company Common Stock and (ii) the opportunity to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the manner provided prior written consent of Parent, make any payment with respect to any demands for appraisal or settle or offer to settle any such demands. Parent shall not, except with the prior written consent of the Company, make any payment with respect to any demands for appraisal or offer to settle or compromise, or settle or compromise, any such demands. For purposes of this Section 2.7(c), “participate” means that Parent will be kept reasonably apprised of proposed strategy and other significant decisions with respect to demands for appraisal pursuant to the DGCL in Section 2.9respect of Dissenting Company Shares, and Parent may offer comments or suggestions with respect to such demands, which comments or suggestions the Company shall consider in good faith, but will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), all shares of Company Common Stock that is are issued and outstanding as of immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Common Stock Stockholders who shall have not neither voted in favor of the adoption of this Agreement or Merger nor consented thereto in writing and who shall have properly and validly exercised their statutory rights of appraisal rights with in respect thereto of such shares of Company Common Stock in accordance with, and who have complied with, with Section 262 of the DGCL with respect (such shares being referred to any such Company Common Stock held by any such holder (collectively as the “Dissenting Company Shares”” until such time as the holder thereof fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under the Laws of the State of Delaware with respect to such shares) will not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with Per Share Price pursuant to this Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g)2.7. Such Holders of Dissenting Company Stockholders Shares will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL (and in such case, at the Effective Time, the Dissenting Company Shares will no longer be outstanding and will automatically be canceled and cease to exist, and each holder of Dissenting Company Shares will cease to have any rights with regard thereto except such holder’s right to receive the appraised value of such Dissenting Company Shares to the extent afforded by Section 262 of the DGCL), except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will cease to be Dissenting Company Shares and will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each casePer Share Price, without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock in the manner provided in Section 2.9.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), all Company Common Stock Shares that is are issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Common Stock Stockholders who shall have not neither voted in favor of the adoption of this Agreement or Merger nor consented thereto in writing and who shall have properly exercised and validly perfected their statutory rights of appraisal rights with in respect thereto of such Company Shares in accordance with, and who have complied with, with Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the collectively, “Dissenting Company Shares”) will shall not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with pursuant to Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g3.7(a). Such Company Stockholders will shall be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL (and at the Effective Time, such Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL), except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL will shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each case, without interest thereon, upon surrender of the Certificates certificate or Uncertificated Shares certificates that formerly evidenced such shares of Company Common Stock Shares in the manner provided in Section 2.93.8.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), all shares of Company Common Stock that is are issued and outstanding as of immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Common Stock who shall have not neither voted in favor of the adoption of this Agreement or Merger nor consented thereto in writing and who shall have properly and validly exercised their statutory rights of appraisal rights with in respect thereto of such shares of Company Common Stock in accordance with, and who have complied with, with Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the “Dissenting Company Shares”) will not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with Per Share Price pursuant to this Section 2.7 and 2.7. From after the Dividend ConsiderationEffective Time, if any, in accordance with Section 2.9(g). Such any holders of such Dissenting Company Stockholders Shares will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each casePer Share Price, without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock in the manner provided in Section 2.9. The Company shall give Parent (i) prompt written notice of any demands for appraisal (or any written assertions thereof) received by the Company, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company in respect of Dissenting Company Shares and (ii) the opportunity to participate in and direct all negotiations and proceedings, including any Legal Proceedings, with respect to any demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for ​ ​ appraisal or settle or offer to settle any such demands or accept any withdrawals of such demands. Payments of any amounts payable to holders of Dissenting Shares shall be the obligation of the Surviving Company.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Common Stock who have not voted in favor of consented to the adoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the “Dissenting Company Shares”) will not be converted into the right to receive the Merger Consideration in accordance with Per Share Price pursuant to this Section 2.7 2.7, and the Dividend Consideration, if any, in accordance with Section 2.9(g). Such holders of such Dissenting Company Stockholders Shares will be entitled to receive payment of the appraised fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL except that all Dissenting Company Shares held by Company Stockholders who shall have failed unless and until any such holder fails to perfect or who shall have effectively withdrawn withdraws or lost loses their rights to appraisal of and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such Dissenting Company Shares pursuant to Section 262 of the DGCL will thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of at the Effective Time, the right to receive the Merger Consideration Per Share Price without interest thereon and the Surviving Corporation shall remain liable for payment of the Per Share Price without interest thereon for such Dissenting Company Shares in accordance with this Agreement. At the Effective Time, any holder of Dissenting Company Shares will cease to have any rights with respect thereto, except the rights provided in Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each case, without interest thereon, upon surrender 262 of the Certificates or Uncertificated Shares that formerly evidenced such shares DGCL and as provided in the previous sentence. The Company shall give Parent (i) prompt notice of any demands received by the Company for appraisal of Company Common Stock Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company in respect of Dissenting Company Shares and (ii) the manner provided opportunity to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or settle or offer to settle any such demands. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands. For purposes of this Section 2.92.7(c), “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares, and Parent may offer comments or suggestions with respect to such demands but, prior to the Effective Time, will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), Company Common Stock all Shares that is are issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Common Stock Stockholders who shall neither have not voted in favor of the adoption of this Agreement or Merger nor consented thereto in writing and who shall have properly exercised and validly perfected their statutory rights of appraisal rights with in respect thereto of such Shares in accordance with, and who have complied with, with Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the collectively, “Dissenting Company Shares”) will shall not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with pursuant to Section 2.7 and the Dividend Consideration2.7(a), if any, in accordance with Section 2.9(g). Such Company Stockholders will but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Company Shares. At the Effective Time, the Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each Company Stockholder who holds Dissenting Company Shares shall cease to have any rights with respect thereto, except the right to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL except DGCL; provided that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL will shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each case, without interest thereon, upon surrender of the Certificates certificate or Uncertificated Shares certificates that formerly evidenced such shares of Company Common Stock Shares in the manner provided in Section 2.92.8.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), shares of Company Common Stock that is are issued and outstanding immediately prior to the Effective Time (other than the Owned Company Cancelled Shares) and that is held by holders of such Company Common Stock a holder who have has not voted in favor of the adoption of this Agreement or consented thereto in writing and who have has properly exercised appraisal rights with respect thereto of such shares in accordance with, and who have complied with, with Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to any such Company Common Stock held by any such holder (the “Dissenting Company Shares”shares) will shall not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g). Such Company Stockholders will but instead shall be entitled to receive payment of the appraised value of such Dissenting Company Shares shares in accordance with the provisions of Section 262 of the DGCL except (it being understood and acknowledged that all at the Effective Time, such Dissenting Company Shares held by Company Stockholders who shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have failed any rights with respect thereto, other than the right to perfect or who shall have effectively withdrawn or lost their rights to appraisal receive the fair market value of such Dissenting Company Shares to the extent afforded by Section 262 of the DGCL); provided that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL will thereupon or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g2.7(a)(i), in each case, without any interest thereon, upon surrender of the Certificates Certificate or Uncertificated Shares that formerly evidenced such shares of Company Common Stock share in the manner provided in Section 2.92.8.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), all shares of Company Common Stock that is are issued and outstanding as of immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Common Stock Stockholders who shall have not neither voted in favor of the adoption of this Agreement or Merger nor consented thereto in writing and who shall have (or for which the beneficial owner (as defined, for purposes of this Section 2.7(d), in Section 262(a) of the DGCL) shall have) properly and validly exercised their statutory rights of appraisal rights with in respect thereto of such shares of Company Common Stock in accordance with, and who have complied with, with Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the “Dissenting Company Shares”) will not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with Per Share Price pursuant to this Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g)‎2.7. Such Holders of Dissenting Company Stockholders Shares (or beneficial owners thereof) will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL DGCL, except that all Dissenting Company Shares held by Company Stockholders (or beneficial owners) who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each casePer Share Price, without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock in the manner provided in Section 2.9‎2.10.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), all shares of Company Common Stock and Company Series B Preferred Stock that is are issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Common Stock Stockholders who shall neither have not voted in favor of the adoption of this Agreement or Merger nor consented thereto in writing and who shall have properly exercised and validly perfected their statutory rights of appraisal rights with in respect thereto of such shares of Company Common Stock and Company Series B Preferred Stock, in each case, in accordance with, and who have complied with, with Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the collectively, “Dissenting Company Shares”) will shall not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with pursuant to Section 2.7 and the Dividend Consideration2.7(a), if any, in accordance with Section 2.9(g). Such Company Stockholders will but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Company Shares. At the Effective Time, the Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each Company Stockholder who holds Dissenting Company Shares shall cease to have any rights with respect thereto, except the right to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL except DGCL; provided, however, that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL will shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the later of the Effective TimeTime and the time that such right to appraisal has been irrevocably withdrawn, lost or expired, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each case, without interest thereon, upon surrender of the Certificate or Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock or Company Series B Preferred Stock, as applicable, in the manner provided in Section 2.92.8.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby)all shares of Company Common Stock, Company Common Class B Stock and Company Class C Stock that is are issued and outstanding as of immediately prior to the Company Merger Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Common Stock Stockholders who shall have not neither voted in favor of the adoption of this Agreement or Company Merger nor consented thereto in writing and who shall have properly and validly exercised their statutory rights of appraisal rights with in respect thereto of such shares of Company Common Stock, Company Class B Stock or Company Class C Stock in accordance with, and who have complied with, with Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the “Dissenting Company Shares”) will not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with Per Share Price, the Class B Per Share Price or the Class C Per Share Price, as applicable, pursuant to Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g2.7(a)(i). Such Holders of Dissenting Company Stockholders Shares will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Company Merger Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7 and Per Share Price, the Dividend ConsiderationClass B Per Share Price or the Class C Per Share Price, if any, in accordance with Section 2.9(g)as applicable, in each case, without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock, Company Class B Stock or Company Class C Stock in the manner provided in Section 2.9.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), any shares of the Company Common Stock that is are issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is are held by holders any holder of such Company Common Stock who have has not voted in favor of the adoption of this Agreement or consented thereto in writing and who have has properly exercised appraisal rights with respect thereto in accordance with, and who have has complied with, Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the “Dissenting Company Shares”) will not be converted into the right to receive the Merger Consideration in accordance with Per Share Price pursuant to this Section 2.7 2.7, and the Dividend Consideration, if any, in accordance with Section 2.9(g). Such holders of such Dissenting Company Stockholders Shares will be entitled to receive payment of the appraised fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL except that all Dissenting Company Shares held by Company Stockholders who shall have failed unless and until any such holder fails to perfect or who shall have effectively withdrawn withdraws or lost loses their rights to appraisal of and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such Dissenting Company Shares pursuant to Section 262 of the DGCL will thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of at the Effective Time, the right to receive the Merger Consideration Per Share Price and the Surviving Corporation shall remain liable for payment of the Per Share Price for such Dissenting Company Shares in accordance with Section 2.7 and this Agreement. At the Dividend ConsiderationEffective Time, if anyany holder of Dissenting Company Shares will cease to have any rights with respect thereto, in accordance with Section 2.9(g), in each case, without interest thereon, upon surrender of except the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock in the manner rights provided in Section 2.9262 of the DGCL and as provided in the previous sentence.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held or beneficially owned by holders of such Company Common Stock Persons who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the “Dissenting Company Shares”) will not be converted into the right to receive the Merger Consideration in accordance with Per Share Price pursuant to this Section 2.7 but instead will entitle the holders and the Dividend Considerationbeneficial owners thereof only to such rights as are provided to such holders or beneficial owners, if anyas applicable, in accordance with Section 2.9(g). Such Company Stockholders will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL; provided, however, that any Dissenting Company Share as to whom the holder or beneficial owner thereof demanding appraisal under Section 262 of the DGCL fails to perfect or effectively withdraws or loses such Person’s rights to appraisal of such Dissenting Company Share under Section 262 of the DGCL will thereupon (x) cease to be deemed to have a Dissenting Company Share and (y) be treated as if it had been converted into, and to have become exchangeable for, as of at the Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each casePer Share Price, without interest thereon, upon such share’s surrender and exchange therefor in accordance with the provisions of Section 2.9 (or in the Certificates case of a lost, stolen or Uncertificated Shares that formerly evidenced such shares destroyed certificate, upon delivery of an affidavit (and bond, if required) in accordance with the provisions of Section 2.11). The Company shall give Parent (i) prompt (and in any event within one (1) Business Day) notice of any demands received by the Company for appraisal under the DGCL (or other purported exercise of appraisal, dissenters’ or similar rights under any other Law) of Company Common Stock Stock, withdrawals of such demands and any other instruments served on or otherwise received by the Company in respect thereof and (ii) the manner provided opportunity to participate in all negotiations and Legal Proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any such demands or settle or offer to settle any such demands. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any such demands or offer to settle or settle any such demands. For purposes of this Section 2.92.7(c), “participate” means that Parent will be kept apprised of proposed strategy and other significant decisions with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares (and any other purported exercise of appraisal, dissenters’ or similar rights under other Law in respect of Company Common Stock), and Parent may offer comments or suggestions with respect to such demands but will not be afforded any decision-making power or other authority over such demands except for the payment, settlement or compromise consent set forth above.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), Company all shares of Class A Common Stock that is are issued and outstanding as of immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Common Stock Stockholders who shall have not neither voted in favor of the adoption of this Agreement or Merger nor consented thereto in writing and who is entitled to exercise and who shall have properly and validly exercised their statutory rights of appraisal rights with in respect thereto of such shares of Class A Common Stock in accordance with, and who have complied in compliance with, Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the “Dissenting Company Shares”) will not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with Per Share Price pursuant to this Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g)2.7. Such Company Stockholders will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL and such Dissenting Company Shares shall without any further action cease to be outstanding, be cancelled and cease to exist, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each casePer Share Price, without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Class A Common Stock in the manner provided in Section 2.9, subject to applicable withholding for any required Taxes pursuant to Section 2.12.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby)all shares of Company Common Stock, Company Common Class B Stock and Company Class C Stock that is are issued and outstanding as of immediately prior to the Company Merger Effective Time (other than the Owned Company Shares) and that is held by holders any Company Stockholder who is entitled to appraisal rights under the DGCL and has properly and validly exercised such statutory rights of appraisal in respect of such shares of Company Common Stock, Company Class B Stock who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights with respect thereto Company Class C Stock in accordance with, and who have complied with, with Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the “Dissenting Company Shares”) will not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with Per Share Price, the Class B Per Share Price or the Class C Per Share Price, as applicable, pursuant to Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g2.10(a)(i). Such Holders of Dissenting Company Stockholders Shares will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Company Merger Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7 and Per Share Price, the Dividend ConsiderationClass B Per Share Price or the Class C Per Share Price, if any, in accordance with Section 2.9(g)as applicable, in each case, without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock, Company Class B Stock or Company Class C Stock in the manner provided in Section 2.92.12.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), all shares of Company Common Stock that is are issued and outstanding as of immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders Company Stockholders that are entitled to appraisal rights under the DGCL and that shall have properly and validly exercised their statutory rights of appraisal in respect of such shares of Company Common Stock who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with, and who have complied with, with Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the “Dissenting Company Shares”) will not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with Per Share Price pursuant to this Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g2.7(d). Such Holders of Dissenting Company Stockholders Shares will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL (it being agreed that such Dissenting Company Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the appraised value of such Dissenting Company Shares to the extent afforded by Section 262 of the DGCL), except that all Dissenting Company Shares held by Company Stockholders who that shall have failed to perfect or who that shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each casePer Share Price, without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock in the manner provided in Section 2.9.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), all shares of Company Common Stock that is are issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Common Stock Stockholders who shall have not neither voted in favor of the adoption of this Agreement or Merger nor consented thereto in writing and who shall have properly and validly exercised their statutory rights of appraisal rights with in respect thereto of such shares of Company Common Stock in accordance with, and who have complied with, with Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the collectively, “Dissenting Company Shares”) will shall not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance Per Share Price pursuant to Section 2.7(a). At the Effective Time, all Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled, retired and cease to exist, and each such Company Stockholder shall cease to have any rights with Section 2.7 and respect thereto, except for such rights as are granted by the Dividend Consideration, if any, in accordance with Section 2.9(g)DGCL to a holder of Dissenting Company Shares. Such Company Stockholders will shall be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL DGCL, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL will shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each casePer Share Price, without interest thereon, upon surrender of the Certificates certificate or Uncertificated Shares certificates that formerly evidenced such shares of Company Common Stock in the manner provided in Section 2.92.8.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), any shares of the Company Common Stock that is are issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is are held by holders any holder of such shares of Company Common Stock who have has not voted in favor of the adoption of this Agreement or consented thereto in writing and who have has properly exercised appraisal rights with respect thereto in accordance with, and who have has complied with, Section 262 of the DGCL with respect to any such shares of Company Common Stock held by any such holder (the “Dissenting Company Shares”) will not be converted into the right to receive the Merger Consideration in accordance with Per Share Price pursuant to this Section 2.7 2.7, and the Dividend Consideration, if any, in accordance with Section 2.9(g). Such holders of such Dissenting Company Stockholders Shares will be entitled to receive payment of the appraised fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL except that all Dissenting Company Shares held by Company Stockholders who shall have failed unless and until any such holder fails to perfect or who shall have effectively withdrawn withdraws or lost loses their rights to appraisal of and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such Dissenting Company Shares pursuant to Section 262 of the DGCL will thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of at the Effective Time, the right to receive the Merger Consideration Per Share Price and the Surviving Corporation shall remain liable for payment of the Per Share Price for such Dissenting Company Shares in accordance with Section 2.7 and this Agreement. At the Dividend ConsiderationEffective Time, if anyany holder of Dissenting Company Shares will cease to have any rights with respect thereto, in accordance with Section 2.9(g), in each case, without interest thereon, upon surrender of except the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock in the manner rights provided in Section 2.9262 of the DGCL and as provided in the previous sentence.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Common Stock who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the “all Dissenting Company Shares”) Shares will not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with Per Share Price pursuant to this Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g)2.9. Such Company Stockholders will will, in lieu thereof, be entitled to receive payment from the Surviving Corporation of the appraised fair value of such Dissenting Company Shares as may be determined in accordance with the provisions of Section 262 of the DGCL subject to any required withholding of Taxes (and at the Company Merger Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL), except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively waived, withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will thereupon be deemed to have been converted into, and to have become exchangeable cancelled and exchanged for, as of the Company Merger Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each casePer Share Price, without interest thereon, upon surrender subject to any required withholding of Taxes, and the rights of all such Company Stockholders to receive the rights of appraisal set forth in Section 262 of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock in the manner provided in Section 2.9DGCL shall cease.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), all Company Common Stock Shares that is are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder (other than the Owned or held either in a voting trust or by a nominee on behalf of a beneficial owner who beneficially owns such Company Shares) who is entitled to demand and that is held by holders who shall have properly and validly demanded such Person’s statutory rights of appraisal in respect of such Company Common Stock who have not voted Shares in favor of the adoption of this Agreement or consented thereto compliance in writing and who have properly exercised appraisal rights all respects with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the collectively, “Dissenting Company Shares”) will shall not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with pursuant to Section 2.7 and the Dividend Consideration2.7(a), if any, in accordance with Section 2.9(g). Such Company Stockholders but instead such Person will be entitled to receive payment of the appraised value such consideration as may be determined to be due to such Person in respect of such Dissenting Company Shares in accordance with the provisions of pursuant to Section 262 of the DGCL DGCL, except that all Dissenting Company Shares held by Company Stockholders (or beneficially owned by a beneficial owner that made an appraisal demand with respect thereto) who shall have failed to perfect or who shall have effectively withdrawn or otherwise lost or forfeited their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL will shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each case, without interest thereon, and subject to any applicable withholding Tax pursuant to Section 2.8(e), upon the terms and conditions hereof, including the surrender of the Certificates certificate or Uncertificated certificates evidencing such Company Shares that formerly evidenced such shares of Company Common Stock in the manner provided in Section 2.92.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 2.10).

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), all shares of Company Common Stock that is are issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Common Stock Stockholders who shall neither have not voted in favor of the adoption of this Agreement or Merger nor consented thereto in writing and who shall have properly exercised and validly perfected their statutory rights of appraisal rights with in respect thereto of such shares of Company Common Stock in accordance with, and who have complied with, with Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the collectively, “Dissenting Company Shares”) will shall not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with pursuant to Section 2.7 and the Dividend Consideration3.7(a), if any, in accordance with Section 2.9(g). Such Company Stockholders will but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Company Shares. At the Effective Time, the Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each Company Stockholder who holds Dissenting Company Shares shall cease to have any rights with respect thereto, except the right to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL except DGCL; provided, however, that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL will shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each case, without interest thereon, upon surrender of the Certificates certificate or Uncertificated Shares certificates that formerly evidenced such shares of Company Common Stock in the manner provided in Section 2.93.8.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), all shares of Company Common Stock that is are issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Common Stock Stockholders who shall neither have not voted in favor of the adoption of this Agreement or Merger nor consented thereto in writing and who shall have properly exercised and validly perfected, and not effectively withdrawn or lost, their statutory rights of appraisal rights with in respect thereto of such shares of Company Common Stock in accordance with, and who have complied with, with Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the collectively, “Dissenting Company Shares”) will shall not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with pursuant to Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g2.7(a)(i). Such Company Stockholders will Stockholder shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Company Shares. At the Effective Time, the Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each Company Stockholder who holds Dissenting Company Shares shall cease to have any rights with respect thereto, except the right to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL except DGCL; provided, however, that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL will shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the later of the Effective TimeTime and the time that such right to appraisal has been irrevocably lost or withdrawn or has expired, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each case, without interest thereon, upon surrender of the Certificates certificate or Uncertificated Shares certificates that formerly evidenced such shares of Company Common Stock in the manner provided in Section 2.92.8.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), all Company Common Stock Shares that is are issued and outstanding and held by Company Stockholders (or held in a voting trust or by a nominee on behalf of a beneficial owner who beneficially owns such Company Shares) as of immediately prior to the Effective Time (other than the Owned Company Shares) who are entitled to demand and that is held by holders who shall have properly and validly demanded their statutory rights of appraisal in respect of such Company Common Stock who have not voted Shares in favor of the adoption of this Agreement or consented thereto compliance in writing and who have properly exercised appraisal rights all respects with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the collectively, “Dissenting Company Shares”) will shall not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with pursuant to Section 2.7 and the Dividend Consideration2.7(a), if any, in accordance with Section 2.9(g). Such Company Stockholders but instead such Person will be entitled to receive payment of the appraised value such consideration as may be determined to be due to such Person in respect of such Dissenting Company Shares in accordance with the provisions of pursuant to Section 262 of the DGCL DGCL, except that all Dissenting Company Shares held by Company Stockholders (or beneficially owned by a beneficial owner that made an appraisal demand with respect thereto) who shall have failed to perfect or who shall have effectively withdrawn or otherwise lost or forfeited their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL will shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each case, without interest thereon, and subject to any applicable withholding Tax pursuant to Section 2.8(e), upon the terms and conditions hereof, including the surrender of the Certificates certificate or Uncertificated certificates evidencing such Company Shares that formerly evidenced such shares of Company Common Stock in the manner provided in Section 2.92.8 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 2.10).

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), Company Common Stock all Shares that is are issued and outstanding as of immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders of such Company Common Stock Stockholders who shall have not neither voted in favor of the adoption of this Agreement or Merger nor consented thereto in writing and who have are entitled to demand and properly exercised demands appraisal rights with respect thereto in accordance withof such Shares pursuant to, and who have complied comply in all respects with, Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the “Dissenting Company Shares”) will not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with Per Share Price, pursuant to this Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g)2.7. Such Company Stockholders will be entitled to receive payment of the appraised fair value of such Dissenting Company Shares as may be determined in accordance with the provisions of Section 262 of the DGCL subject to any required withholding of Taxes (and at the Effective Time, such Dissenting Company Shares shall no longer be outstanding and shall automatically be canceled and cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL), except that all Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively waived, withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL will thereupon be deemed to have been converted into, and to have become exchangeable cancelled and exchanged for, as of the Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each casePer Share Price, without interest thereon, subject to any required withholding of Taxes, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock Shares in the manner provided in Section 2.92.10, and the rights of all such Company Stockholders to receive the rights of appraisal set forth in Section 262 of the DGCL shall cease.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), all Company Common Stock Shares that is are issued and outstanding and held by Company Stockholders (or held in a voting trust or by a nominee on behalf of a beneficial owner who beneficially owns such Company Shares) as of immediately prior to the Effective Time (other than the Owned Company Shares) who are entitled to demand and that is held by holders who shall have properly and validly demanded their statutory rights of appraisal in respect of such Company Common Stock who have not voted Shares in favor of the adoption of this Agreement or consented thereto compliance in writing and who have properly exercised appraisal rights all respects with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL with respect to any such Company Common Stock held by any such holder (the collectively, “Dissenting Company Shares”) will shall not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with pursuant to Section 2.7 and the Dividend Consideration3.7(a), if any, in accordance with Section 2.9(g). Such Company Stockholders will but instead such Person shall be entitled to receive payment of the appraised value such consideration as may be determined to be due to such Person in respect of such Dissenting Company Shares in accordance with the provisions of pursuant to Section 262 of the DGCL DGCL, except that all Dissenting Company Shares held by Company Stockholders (or beneficially owned by a beneficial owner that made an appraisal demand with respect thereto) who shall have failed to perfect or who shall have effectively withdrawn or otherwise lost or forfeited their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL will shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each case, without interest thereon, and subject to any applicable withholding Tax pursuant to Section 3.8(e), upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock in the manner provided in Section 2.9terms and conditions hereof.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, if required by the DGCL (but only to the extent required thereby), all shares of Company Common Stock (other than Cancelled Company Shares) that is are issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by holders Company Stockholders of such Company Common Stock record who shall neither have not voted in favor of the adoption of this Agreement or nor consented thereto in writing and who shall have properly exercised and validly demanded appraisal rights with respect thereto of such shares of Company Common Stock in accordance with, and who have complied with, with Section 262 of the DGCL with respect to any and not validly withdrawn such Company Common Stock held by any such holder demand (the collectively, “Dissenting Company Shares”) will shall not be converted into into, or represent the right to receive receive, the Merger Consideration in accordance with pursuant to Section 2.7 and the Dividend Consideration1.6(a), if any, in accordance with Section 2.9(g). Such Company Stockholders will but shall be entitled only to such rights as are granted by Section 262 of the DGCL to a holder of Dissenting Company Shares. At the Effective Time, the Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each Company Stockholder who holds Dissenting Company Shares shall cease to have any rights with respect thereto, except the right to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL except DGCL; provided, however, that all Dissenting Company Shares held by Company Stockholders who shall have failed to timely perfect or who shall have effectively otherwise waived, withdrawn or lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL will shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7 and the Dividend Consideration, if any, in accordance with Section 2.9(g), in each case, without interest thereon, upon surrender of the Certificate or Certificates or Uncertificated Book-Entry Shares that formerly evidenced such shares of Company Common Stock in the manner provided in Section 2.92.4.