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, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.7(a)(ii)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance 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 such shares) shall not be converted into, or represent the right to receive, the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting 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 fair market value of such Dissenting 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 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 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(a)(i), without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such share in the manner provided in Section 2.8.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.7(a)(ii)Cancelled Shares) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance 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 such shares) shall not be converted into, or represent the into a right to receive, receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting 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 fair market value of such Dissenting 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 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 treated as if they had been converted into, and to have become exchangeable for, as of the Effective Time, Time into the right to receive the Merger Consideration in accordance with Section 2.7(a)(i), without any interest thereon, upon surrender of the certificate or certificates that such Certificate formerly evidenced representing such share in or transfer of such Uncertificated Share, as the manner provided in Section 2.8case may be.

Statutory Rights of Appraisal. (ia) Notwithstanding anything to the contrary set forth in this Agreement, shares of Company Common Stock all Shares that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.7(a)(ii)) and held by a holder stockholders who has shall have not voted in favor of adoption of this Agreement or consented thereto in writing the Merger and who has shall have properly exercised appraisal and validly perfected their statutory rights of appraisal in respect of such shares Shares in accordance with Section 262 of the DGCL (such shares being referred to collectively as the collectively, “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 such shares”) shall not be converted into, or represent the right to receive, the Per Share Merger Consideration pursuant to Section 3.1(a), but instead shall be entitled become the right to payment of receive the appraised fair value of such shares Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than thereto, except the right to receive the fair market value of such Dissenting Shares to in accordance with the extent afforded by provisions of Section 262 of the DGCL); provided provided, however, that if, after the Effective Time, all Dissenting Shares held by stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such holder fails to perfect, withdraws or loses Dissenting Shares under such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled no longer be considered to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock be Dissenting Shares and shall thereupon be treated as if they had deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Merger Consideration in accordance with Section 2.7(a)(i)Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such share Shares in the manner provided in Section 2.83.2.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, shares of Company Common Stock all Shares that are issued and outstanding as of immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.7(a)(ii)) and held by a holder Company Shareholder who has did not voted vote in favor of adoption of this Agreement the Merger (or consented consent thereto in writing writing) and who has is entitled to demand and properly exercised appraisal rights demands payment of the fair value of such shares pursuant to, and complies in accordance all respects with Section 262 the provisions of Subtitle 13 of the DGCL KBCA (such shares being referred to collectively as the “Dissenting Shareholder 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 such sharesand each Company Shareholder holding Dissenting Shareholder Shares, a “Dissenting Shareholder”) shall not be converted into, or represent be exchangeable for the right to receive, the Merger Consideration Per Share Price pursuant to this Section 2.7, but instead each such Dissenting Shareholder shall be entitled to payment receive such consideration (and only such consideration) as may be determined to be due to such Dissenting Shareholder pursuant to Subtitle 13 of the appraised value KBCA (and as of such shares in accordance with Section 262 of the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shareholder Shares shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist, and such holder Dissenting Shareholder shall cease to have any rights with respect thereto other than thereto, except the right to receive rights set forth in Subtitle 13 of the fair market value of KBCA), unless and until such Dissenting Shares Shareholder shall have failed to the extent afforded by Section 262 perfect or shall have effectively withdrawn or lost rights to payment under Subtitle 13 of the DGCL); provided that if, after the Effective TimeKBCA. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction Dissenting Shareholders’ Shares 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 thereupon be treated as if they had been converted into, into and to have become exchangeable forfor the right to receive, as of the Effective Time, the right to receive the Merger Consideration in accordance with Section 2.7(a)(i)Per Share Price, without any interest thereon, subject to any required withholding of Taxes, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such share Shares in the manner provided in Section 2.82.9.

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 are issued and outstanding as of immediately prior to the Effective Time (other than the Owned Company Shares) and held by Company Stockholders that shall have neither voted in favor of the Merger nor consented thereto in writing and that shall have properly and validly exercised their statutory rights of appraisal in respect of such shares of Company Common Stock canceled in accordance with Section 2.7(a)(ii)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company 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 such shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration but instead shall Per Share Price pursuant to this Section 2.7(d). Holders of Dissenting Company Shares will be entitled to receive payment of the appraised value of such shares Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL (it being understood and acknowledged agreed that at the Effective Time, 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 fair market appraised value of such Dissenting Company Shares to the extent afforded by Section 262 of the DGCL); provided , except that if, after the Effective Time, all Dissenting Company Shares held by Company Stockholders that shall have failed to perfect or that shall have effectively withdrawn or lost their rights to appraisal of such holder fails to perfect, withdraws or loses such holder’s right to appraisal, Dissenting Company Shares pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled will thereupon be deemed to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had 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(a)(i)Per Share Price, without any interest thereon, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such share shares of Company Common Stock in the manner provided in Section 2.9. (ii) The Company will give Parent (A) prompt notice of any demands for appraisal 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 (B) the opportunity to participate in all negotiations and Legal Proceedings with respect to demands for appraisal pursuant to the DGCL in respect of Dissenting Company Shares. The Company may 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 for payment in respect of Dissenting Company Shares. 2.8.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, shares of all Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.7(a)(ii)) and held by a holder Company Stockholders who has not shall have neither voted in favor of adoption of this Agreement or the Merger nor consented thereto in writing and who has shall have properly exercised appraisal and validly perfected their statutory rights of appraisal in respect of such shares Company Shares in accordance with Section 262 of the DGCL (such shares being referred to collectively as the collectively, “Dissenting Company 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 such shares”) shall not be converted into, or represent the right to receive, the Merger Consideration but instead pursuant to Section 3.7(a). Such holders of Company Shares shall be entitled to receive payment of the appraised value of such shares Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Company Shares shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than thereto, except the right to receive the fair market value of such Dissenting Company Shares to in accordance with the extent afforded by provisions of Section 262 of the DGCL); provided , except that if, after the Effective Time, all Dissenting Company Shares held by holders of Company Shares who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such holder fails to perfect, withdraws or loses Dissenting Company Shares under such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled no longer be considered to the relief provided by Section 262 of the DGCL, such shares of be Dissenting Company Common Stock Shares and shall thereupon be treated as if they had 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(a)(i)Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such share Company Shares in the manner provided in Section 2.83.8.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, shares of all Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.7(a)(ii)) and held by a holder Company Stockholders who has shall have not voted in favor of adoption of this Agreement or consented thereto in writing the Merger and who has shall have properly exercised appraisal and validly perfected their statutory rights of appraisal in respect of such shares Company Shares in accordance with Section 262 of the DGCL (such shares being referred to collectively as the collectively, “Dissenting Company 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 such shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 2.07(a), but instead shall be entitled become the right to payment of receive the appraised fair value of such shares Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Company Shares shall no longer be outstanding, outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than thereto, except the right to receive the fair market value of such Dissenting Company Shares to in accordance with the extent afforded by provisions of Section 262 of the DGCL); provided provided, however, that if, after the Effective Time, 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 holder fails to perfect, withdraws or loses Dissenting Company Shares under such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled no longer be considered to the relief provided by Section 262 of the DGCL, such shares of be Dissenting Company Common Stock Shares and shall thereupon be treated as if they had 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(a)(i)Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such share Company Shares in the manner provided in Section 2.82.08.