Common use of Stockholders' Rights upon Merger Clause in Contracts

Stockholders' Rights upon Merger. (a) Upon consummation of the Merger, certificates that immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) shall cease to represent any rights with respect thereto, and, subject to applicable Law and this Agreement, the Certificates shall only represent the right to receive the applicable portion of the Merger Consideration payable hereunder with respect to such Shares. (b) Notwithstanding anything contained herein to the contrary, to the extent that appraisal rights are available under the DGCL, any Shares that are issued and outstanding immediately prior to the Effective Time and that have not been voted for adoption of this Agreement, with respect to which appraisal rights have been properly and timely perfected in accordance with the DGCL (the “Dissenting Shares”) shall not be converted into the right to receive the applicable portion, if any, of the Merger Consideration payable hereunder with respect to such Shares at or after the Effective Time. If a holder of Dissenting Shares effectively withdraws or loses his, her or its right to appraisal and payment under the DGCL, then, as of the Effective Time or the occurrence of such event, whichever later occurs, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive, when and as payable, the applicable portion of the Merger Consideration, if any, payable with respect to such Shares hereunder upon surrender of the Certificates representing such Dissenting Shares in accordance with Section 1.5 and Section 1.7 hereof, as applicable. The Company shall give Parent prompt notice of any demand received by the Company for appraisal of Shares. Except with the prior written consent of Parent or as may otherwise be required under applicable Law, the Company shall not make any payment with respect to, or settle or offer to settle, any such demands.

Stockholders' Rights upon Merger. (a) Upon consummation of the Merger, certificates that immediately prior to the Effective Time represented outstanding Shares shares of Common Stock (the “Certificates”) shall cease to represent any rights with respect thereto, andother than, subject to applicable Law and this Agreement, the Certificates shall only represent the right to receive the applicable portion of the Merger Consideration payable hereunder with respect to such Sharesshares of Common Stock. (b) Notwithstanding anything contained herein to the contrary, to the extent that appraisal rights are available under the DGCL, any Shares shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and that have not been voted for adoption of this Agreement, with respect to which appraisal rights have been properly and timely perfected in accordance with the DGCL (the “Dissenting Shares”) shall not be converted into the right to receive the applicable portion, if any, of the Merger Consideration payable hereunder with respect to such Shares shares of Common Stock at or after the Effective Time. If a holder of Dissenting Shares effectively withdraws or loses his, her or its right to appraisal and payment under the DGCL, then, as of the Effective Time or the occurrence of such event, whichever later occurs, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive, when and as payable, the applicable portion of the Merger Consideration, if any, payable with respect to such Shares shares of Common Stock hereunder upon surrender of the Certificates representing such Dissenting Shares shares of Common Stock in accordance with Section 1.5 and Section 1.7 hereof, as applicable. The Company shall give Parent prompt notice of any demand received by the Company for appraisal of Sharesshares of Common Stock. Except with the prior written consent of Parent or as may otherwise be required under applicable Law, the Company shall not make any payment with respect to, or settle or offer to settle, any such demands.

Stockholders' Rights upon Merger. (a) Upon consummation of the Merger, certificates that immediately prior to at the Effective Time represented outstanding all OSI Shares (the “Certificates”) shall cease to represent be outstanding and shall be canceled and retired and shall cease to exist, and each holder of such OSI Shares shall thereafter cease to have any rights with respect thereto, and, subject to applicable Law and this Agreement, the Certificates shall only represent the right to receive the applicable portion of the Merger Consideration payable hereunder in accordance with respect to such Shares.this Article I. (b) Notwithstanding anything contained herein to the contrary, to To the extent that appraisal rights are available under Section 262 of the DGCL, any OSI Shares that are issued and outstanding immediately prior to the Effective Time and that have not been voted for adoption of this Agreement, Agreement and with respect to which appraisal rights have been properly and timely perfected in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into the right to receive the applicable portion, if any, of the such Merger Consideration payable hereunder with respect to such Shares at or after the Effective Time. If a holder of Dissenting Shares effectively withdraws or loses his, her or its right to appraisal and payment under the DGCL, then, as of the Effective Time or the occurrence of such event, whichever later occurs, such holder’s Dissenting Shares shall cease to be Dissenting OSI Shares and shall be converted into and represent the right to receive, when and as payable, receive the applicable portion of the Merger Consideration, if any, payable with respect to such Shares hereunder upon surrender of the Certificates representing such Dissenting Shares Consideration in accordance with Section 1.5 and Section 1.7 hereof, as applicable1.3. The Company OSI shall give Parent Buyer prompt notice of any demand received by the Company OSI for appraisal of shares of OSI Shares. Except with the prior written consent of Parent or as may otherwise be required under applicable Law, the Company shall not make any payment with respect to, or settle or offer to settle, any such demands.

Stockholders' Rights upon Merger. (a) Upon consummation of the Merger, certificates that immediately prior to the Effective Time represented outstanding Shares (the “Certificates”) shall cease to represent any rights with respect thereto, and, subject to applicable Law and this Agreement, the Certificates shall only represent the right to receive the applicable portion of the Merger Consideration payable hereunder with respect to such Shares. (b) Notwithstanding anything contained herein to the contrary, to the extent that appraisal rights are available under the DGCL, any Shares that are issued and outstanding immediately prior to the Effective Time and Time, that have not been voted for adoption of this Agreement, Agreement and with respect to which appraisal rights have been properly and timely perfected in accordance with the DGCL (the “Dissenting Shares”) shall not be converted into the right to receive the applicable portion, if any, of the Merger Consideration payable hereunder with respect to such Shares at or after the Effective Time. If a holder of Dissenting Shares effectively withdraws or loses his, her or its right to appraisal and payment under the DGCL, then, as of the Effective Time or the occurrence of such event, whichever later occurs, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive, when and as payable, the applicable portion of the Merger Consideration, if any, Consideration payable with respect to such Shares hereunder upon surrender of the Certificates representing such Dissenting Shares in accordance with Section 1.5 and Section 1.7 hereof, as applicable. The Company shall give Parent prompt notice of any demand received by the Company for appraisal of Shares. Except with the prior written consent of Parent or as may otherwise be required under applicable Law, the Company shall not make any payment with respect to, or settle or offer to settle, any such demands.

Stockholders' Rights upon Merger. (a) Upon consummation of the Merger, certificates that immediately prior to the Effective Time represented outstanding Company Shares (the “"Certificates”") shall cease to represent any rights with respect thereto, and, subject to applicable Law and this Agreement, the Certificates shall only represent the right to receive the applicable portion of the Merger Consideration payable hereunder with respect to such SharesConsideration. (b) Notwithstanding anything contained herein to the contrary, to To the extent that appraisal rights are available under Section 262 of the DGCL, any Company Shares that are issued and outstanding immediately prior to the Effective Time and that have not been voted for adoption of this Agreement, Agreement and with respect to which appraisal rights have been properly and timely perfected in accordance with Section 262 of the DGCL (the “"Dissenting Shares”") shall not be converted into the right to receive the applicable portion, if any, of the Merger Consideration payable hereunder with respect to such Shares at or after the Effective TimeTime and instead shall be converted into the right to receive the fair value of such shares as determined in accordance with Section 262 of the DGCL. If a holder of Dissenting Shares effectively withdraws or loses his, her or its right to appraisal and payment under the DGCL, then, as of the Effective Time or the occurrence of such event, whichever later occurs, such holder’s 's Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive, when and as payable, the applicable portion of receive the Merger Consideration, if any, payable with respect to such Shares hereunder Consideration upon surrender of the Certificates representing such Dissenting Shares in accordance with Section 1.5 and Section 1.7 hereof, as applicable1.7. The Company shall give Parent Tekelec prompt notice of any demand received by the Company for appraisal of Dissenting Shares. Except with the prior written consent of Parent Tekelec or as may otherwise be required under applicable Law, the Company shall not make any payment with respect to, or settle or offer to settle, any such demands.