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, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 2.07(a). Such Company Stockholders 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Dissenting Company Shares held by Company Stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company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, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 2.08.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares 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 Company Stockholders a holder who shall have neither has not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have has properly and validly perfected their statutory exercised appraisal rights of appraisal in respect of such Company Shares shares in accordance with Section 262 of the DGCL (collectively, 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 not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 2.07(a). Such Company Stockholders 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 (it being understood and acknowledged that at the Effective Time, such Dissenting Company Shares shall no longer be outstanding and outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except thereto other than the right to receive the fair market value of such Dissenting Company Shares in accordance with to the provisions of extent afforded by Section 262 of the DGCL); provided that if, except that all Dissenting Company Shares held by Company Stockholders who shall have failed after the Effective Time, such holder fails to perfect perfect, withdraws or who shall have effectively withdrawn or lost their rights loses such holder’s right to appraisal of such Dissenting Company Shares under such appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall no longer 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 considered to be Dissenting Company Shares and shall thereupon 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 ConsiderationConsideration in accordance with Section 2.7(a)(i), without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares share in the manner provided in Section 2.082.8.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all if required by the DGCL (but only to the extent required thereby), any share of Company Shares Common Stock that are is issued and outstanding immediately prior to the Effective Time (other than the Owned Company Shares) and that is held by a holder of such share of Company Stockholders Common Stock who shall have neither not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing with respect thereto and who shall have has (or for which the “beneficial owner” (as defined, for purposes of this Section 2.7, in Section 262(a) of the DGCL) has) properly and validly perfected their statutory exercised appraisal rights of appraisal in with respect of such Company Shares thereto in accordance with with, and who has (and, to the extent applicable, for which the applicable beneficial owner has) complied with, Section 262 of the DGCL with respect to such share of Company Common Stock (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent into the right to receive, receive the Merger Consideration Per Share Price pursuant to this Section 2.07(a). Such 2.7, and holders and beneficial owners of such Dissenting Company Stockholders shall 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 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)DGCL unless and until any such holder (or, except that all Dissenting Company Shares held by Company Stockholders who shall have failed to the extent applicable, such beneficial owner) 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 (or, to the extent applicable, such beneficial owner) fails to perfect or effectively withdraws or loses such rights with respect to any Dissenting Company Shares, such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall 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, upon surrender thereon and the Surviving Corporation shall remain liable for payment of the certificate or certificates that formerly evidenced Per Share Price without interest thereon for such Dissenting Company Shares in accordance with this Agreement. At the manner Effective Time, any holder or beneficial owner of Dissenting Company Shares will cease to have any rights with respect thereto, except the rights provided in Section 2.08262 of the DGCL and as provided in the previous sentence. The Company shall give Parent (i) reasonably prompt (and in any event within three Business Days) notice of any demands received by the Company for appraisal of Company Common 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 opportunity to direct 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 prior to the Closing.

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 Shares 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 who that shall have neither voted in favor of the Merger nor consented thereto in writing and who that shall have properly and validly perfected exercised their statutory rights of appraisal in respect of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall will not be converted into, or represent the right to receive, the Merger Consideration Per Share Price pursuant to this Section 2.07(a2.7(d). Such Holders of Dissenting Company Stockholders shall 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 at the Effective Time, it being agreed that such Dissenting Company Shares shall no longer be outstanding and outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except thereto other than the right to receive the fair appraised value of such Dissenting Company Shares in accordance with to the provisions of 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 under such pursuant to Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall 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 ConsiderationPer Share Price, without interest thereon, upon surrender of the certificate Certificates or certificates Uncertificated Shares that formerly evidenced such shares of Company Shares Common Stock in the manner provided in Section 2.08.2.9. (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, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 2.07(a3.7(a). Such holders of Company Stockholders Shares 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 holders of Company Stockholders Shares who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL 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, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 2.083.8.

Statutory Rights of Appraisal. (ia) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders stockholders who shall have neither not voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Per Share Merger Consideration pursuant to Section 2.07(a3.1(a). Such Company Stockholders , but shall be entitled become the right to receive payment of the appraised fair 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); provided, except however, that all Dissenting Company Shares held by Company Stockholders stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL 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 Per Share Merger Consideration, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 2.083.2.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and held by Company Stockholders who shall have neither not voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly perfected their statutory rights of appraisal in respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 2.07(a). Such Company Stockholders , but shall be entitled become the right to receive payment of the appraised fair 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); provided, except 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 under such Section 262 of the DGCL 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, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 2.08.

Statutory Rights of Appraisal. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Shares that are Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) and held by Company Stockholders a holder who shall have neither has not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have has properly and validly perfected their statutory exercised appraisal rights of appraisal in respect of such Company Shares shares in accordance with Section 262 of the DGCL (collectively, 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 not be converted into, or represent the into a right to receive, receive the Merger Consideration pursuant to Section 2.07(a). Such Company Stockholders but instead shall be entitled to receive payment of the appraised value of such Dissenting Company Shares shares in accordance with Section 262 of the provisions of 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 (and at the Effective Time, such Dissenting Company Shares or if a court of competent jurisdiction shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and determine that such holder shall cease is not entitled 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 relief provided by Section 262 of the DGCL), except that all Dissenting such shares of Company Shares held by Company Stockholders who Common Stock shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares and shall thereupon be deemed to have 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 ConsiderationConsideration in accordance with Section 2.7(a)(i), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 2.08case may be.