Common use of Statutory Rights of Appraisal Clause in Contracts

Statutory Rights of Appraisal. (a) Notwithstanding anything to the contrary in this Agreement, any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders have properly demanded appraisal of such shares of Company Common Stock pursuant to Section 262 of the DGCL, and have not effectively withdrawn such demand (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7, but rather such holders shall be entitled only to such rights and payments as are due in accordance with the provisions of Section 262 of the DGCL; provided, however, that all Dissenting Company Shares held by holders who shall have failed to perfect or who shall have otherwise waived, withdrawn or lost their rights to appraisal with respect to such Dissenting Company Shares under Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares, shall be deemed to have been an Eligible Share and to have been cancelled and converted, as of the Effective Time, into the right to receive the Merger Consideration, without interest.

Statutory Rights of Appraisal. (ai) Notwithstanding anything to the contrary set forth in this Agreement, any all shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and as to which the holders held by Company Stockholders who shall have properly demanded and validly perfected their statutory rights of appraisal in respect of such shares of Company Common Stock pursuant to in accordance with Section 262 of the DGCL, and have not effectively withdrawn such demand DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.7, but rather such holders 3.1(a). Such Company Stockholders shall be entitled only to receive payment of the fair value of such rights and payments as are due Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, except that all Dissenting Company Shares held by holders Company Stockholders who shall have failed to perfect or who shall have otherwise waived, effectively withdrawn or lost their rights to appraisal with respect to of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares, Shares and shall thereupon be deemed to have been an Eligible Share converted into, and to have been cancelled and convertedbecome exchangeable for, as of the Effective Time, into the right to receive the Merger Consideration, less any applicable withholding Taxes pursuant to Section 3.2(e) and without interestinterest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Common Stock in the manner provided in Section 3.2.

Statutory Rights of Appraisal. (ai) Notwithstanding anything to the contrary set forth in this Agreement, any shares of Company Common Stock all Shares that are issued and outstanding immediately prior to the Effective Time and as held by Company Stockholders who are entitled to which the holders demand and who shall have properly and validly demanded their statutory rights of appraisal in respect of such shares of Company Common Stock pursuant to Shares in compliance in all respects with Section 262 of the DGCL, and have not effectively withdrawn such demand DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.72.7(a), but rather such holders shall instead will be entitled only to receive such consideration as may be determined to be due to such rights and payments as are due in accordance with the provisions holder of Dissenting Shares pursuant to Section 262 of the DGCL; provided, however, except that all Dissenting Company Shares held by holders any Company Stockholder who shall have failed to perfect or who shall have otherwise waived, effectively withdrawn or lost their rights to appraisal with respect to of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares, Shares and shall thereupon be deemed to have been an Eligible Share converted into, and to have been cancelled and convertedbecome exchangeable for, as of the Effective Time, into the right to receive the Merger Consideration, without interestinterest thereon, upon surrender of the certificate or certificates that formerly evidenced such Shares in the manner provided in Section 2.9.

Statutory Rights of Appraisal. (ai) Notwithstanding anything to the contrary set forth in this Agreement, any shares of all Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and as held by Company Stockholders who are entitled to which the holders demand and who shall have properly and validly demanded their statutory rights of appraisal in respect of such shares of Company Common Stock pursuant to Shares in compliance in all respects with Section 262 of the DGCL, and have not effectively withdrawn such demand DGCL (collectively, “Dissenting Company Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration pursuant to Section 3.71.7(a), but rather such holders shall instead will be entitled only to receive such consideration as may be determined to be due to such rights and payments as are due in accordance with the provisions holder of Dissenting Company Shares pursuant to Section 262 of the DGCL; provided, however, except that all Dissenting Company Shares held by holders any Company Stockholder who shall have failed to perfect or who shall have otherwise waived, effectively withdrawn or lost their rights to appraisal with respect to of such Dissenting Company Shares under such Section 262 of the DGCL shall no longer be considered to be Dissenting Company Shares, Shares and shall thereupon be deemed to have been an Eligible Share converted into, and to have been cancelled and convertedbecome exchangeable for, as of the Effective Time, into the right to receive the Merger Consideration, without interestinterest thereon, upon surrender of such Company Shares in the manner provided in Section 1.8.