Common use of Treatment of Dissenting Shares Clause in Contracts

Treatment of Dissenting Shares. Any provision of this Agreement to the contrary notwithstanding, if required by the DGCL (but only to the extent required thereby), shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares) and that are held by holders of such shares who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised and validly perfected appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL with respect to any such shares held by any such holder (the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, and holders of such Dissenting Shares shall be entitled to receive payment of the fair value of such Dissenting Shares in accordance with, but only if, as and when required by, the provisions of such Section 262, unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal 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 Shares shall thereafter be no longer considered Dissenting Shares under this Agreement and shall be treated as if they had been converted into, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, in accordance with Section 1.4(b). At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL and as provided in the previous sentence. The Company shall promptly notify Parent of any demands received by the Company for appraisals of shares of Company Common Stock under Section 262 of the DGCL in connection with the Merger and afford Parent the opportunity to participate in all negotiations and proceedings with respect to any such demands and the Company shall consider in good faith comments or suggestions proposed by Parent with respect to such demands. The Company shall not make any payment with respect to any such demands for appraisal or settle any such demands without the prior written consent of Parent.

Treatment of Dissenting Shares. Any provision of Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if required by the DGCL (but only to the extent required thereby), Stockholders who have properly demanded appraisal of their shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than the Cancelled “Dissenting Shares”) and that are held by holders of such shares who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised and validly perfected appraisal rights with respect thereto in accordance withpursuant to, and who have complied comply in all respects with, the provisions of Section 262 of the DGCL with respect to any shall not have such shares held by any converted as provided herein, but instead such holder (the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, and holders of such Dissenting Shares Stockholders shall be entitled to receive payment such rights (and only such rights) as are granted under Section 262 of the fair value of such Dissenting Shares in accordance with, but only if, as and when required by, the provisions of such Section 262, unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal 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 Shares shall thereafter be no longer considered Dissenting Shares under this Agreement and shall be treated as if they had been converted into, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, in accordance with Section 1.4(b). At the Effective Time, any all Dissenting Shares shall no longer be outstanding and shall automatically be canceled and extinguished and shall cease to exist, and except as otherwise provided by Law, each holder of Dissenting Shares shall cease to have any rights with respect thereto, except thereto other than the rights provided in granted pursuant to Section 262 of the DGCL and as DGCL. Notwithstanding the foregoing, if any Stockholder shall fail to validly perfect or shall otherwise waive, withdraw or lose the right to appraisal under Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such Stockholders are not entitled to the relief provided in by Section 262 of the previous sentence. The Company shall promptly notify Parent DGCL, then the rights of any demands received by the Company for appraisals of shares of Company Common Stock such Stockholders under Section 262 of the DGCL shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time as set forth in connection Section 1.4(a) or Section 1.4(b), as applicable. Prior to the Closing, Company shall give Parent prompt written notice of any demands for appraisal with the Merger respect to Dissenting Shares (“Appraisal Demands”), and afford Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such Appraisal Demands, and any such demands and the Company shall consider in good faith comments or suggestions proposed by Parent settlements with respect to such demands. The Company thereto shall not make any payment with respect to any such demands for appraisal or settle any such demands be entered into without the prior written consent of ParentRepresentative and Parent (such consents not to be unreasonably conditioned, withheld or delayed). From and after the Closing, the Representative shall be entitled to assume the defense of any Appraisal Demands, whether such Appraisal Demands were commenced before or after the Closing; provided that Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such Appraisal Demands, and any settlements with respect thereto shall not be entered into without the prior written consent of Parent (such consent not to be unreasonably conditioned, withheld or delayed). After the Closing, Parent shall give the Representative prompt written notice of any Appraisal Demands. Any payments to be made in respect of Dissenting Shares shall be made by Parent and/or the Surviving Company.

Treatment of Dissenting Shares. Any provision of Anything in this Agreement to the contrary notwithstanding, if required by the DGCL (but only to the extent required thereby), shares of any Company Common Stock that are Shares issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares) and that are held by holders a holder of such shares record who have not voted in favor has complied with the applicable provisions of Subchapter H, Chapter 10 of the adoption of this Agreement or consented thereto in writing TBOC prior to the Effective Time (“Dissenting Shareholder Statute” and who have properly exercised and validly perfected appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL with respect to any such shares held by any such holder (meeting the requirement of this sentence, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, and holders of such Dissenting Shares but instead at the Effective Time shall be entitled converted into the right to receive payment of the fair value of such Dissenting Shares amounts as are payable in accordance with, but only if, as with the Dissenting Shareholder Statute (it being understood and when required by, the provisions of such Section 262, unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under the DGCL. If, after acknowledged that at the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such Dissenting Shares shall thereafter be no longer considered Dissenting Shares under this Agreement be outstanding, shall automatically be canceled and shall be treated as if they had been converted intocease to exist, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, in accordance with Section 1.4(b). At the Effective Time, any and such holder of Dissenting Shares shall cease to have any rights with respect theretothereto other than the right to receive the payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute); provided, except however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the rights provided in Section 262 right to payment of the DGCL fair market value of such Dissenting Shares under the Dissenting Shareholder Statute, then the right of such holder to any such payments shall cease and such Dissenting Shares shall be deemed to have been converted as provided in of the previous sentenceEffective Time into, and to have become exchangeable solely for the right to receive, without interest or duplication, the Merger Consideration. The Company shall promptly notify give prompt written notice to Parent of any demands written demands, notices or instruments received by the Company for appraisals pursuant to the Dissenting Shareholder Statute and/or relating to the Dissenting Shareholder Statute or any alleged dissenter’s or similar rights, and any withdrawals of shares of Company Common Stock under Section 262 of such demands, and Parent shall have the DGCL in connection with the Merger and afford Parent the opportunity opportunity, at Parent’s expense, to participate in and direct all negotiations and proceedings with respect to any such demands and demands, provided that Parent shall consult with the Company shall consider in good faith comments or suggestions proposed by Parent with respect to such demandsnegotiations and proceedings. The Prior to the Effective Time, the Company shall not make any payment with respect to any such demands for appraisal or settle any such demands not, without the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demand, or agree to do any of the foregoing.

Treatment of Dissenting Shares. Any provision of Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if required by the DGCL (but only to the extent required thereby), shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares) and that are held by holders of such shares who have not voted in favor of the adoption of this Agreement or consented thereto in writing and Holders who have properly exercised and validly perfected demanded appraisal rights with respect thereto in accordance withof their shares of Common Stock pursuant to, and who have complied comply in all respects with, the provisions of Section 262 of the DGCL with respect to any such shares held by any such holder (the “Dissenting Shares”) shall not be have such shares converted into the right to receive the Merger Considerationas provided herein, and holders of but instead such Dissenting Shares Holders shall be entitled to receive payment such rights (and only such rights) as are granted under Section 262 of the fair value of such Dissenting Shares in accordance with, but only if, as and when required by, the provisions of such Section 262, unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal 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 Shares shall thereafter be no longer considered Dissenting Shares under this Agreement and shall be treated as if they had been converted into, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, in accordance with Section 1.4(b). At the Effective Time, any all Dissenting Shares shall no longer be outstanding and shall automatically be canceled and extinguished and shall cease to exist, and except as otherwise provided by Law, each holder of Dissenting Shares shall cease to have any rights with respect thereto, except thereto other than the rights provided in granted pursuant to Section 262 of the DGCL and as provided in DGCL. Notwithstanding the previous sentence. The Company foregoing, if any Holder shall promptly notify Parent of any demands received by fail to validly perfect or shall otherwise waive, withdraw or lose the Company for appraisals of shares of Company Common Stock right to appraisal under 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, then the rights of such Holders under Section 262 of the DGCL shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time as set forth in connection Section 1.04(b). The Company shall give Parent prompt written notice of any demands for appraisal with the Merger respect to Dissenting Shares, and afford Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demands, and any such demands and the Company shall consider in good faith comments or suggestions proposed by Parent settlements with respect to such demands. The Company thereto shall not make any payment with respect to any such demands for appraisal or settle any such demands be entered into without the prior written consent of ParentRepresentative and Parent (such consents not to be unreasonably withheld or delayed). Any payments to be made in respect of Dissenting Shares will be made by Parent and/or the Surviving Company.

Treatment of Dissenting Shares. Any provision of this Agreement to the contrary notwithstanding, if required by the DGCL (but only to the extent required thereby), shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares and Earnout Shares) and that are held by holders of such shares who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised and validly perfected appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL with respect to any such shares held by any such holder (the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, and holders of such Dissenting Shares shall be entitled to receive payment of the fair value of such Dissenting Shares in accordance with, but only if, as and when required by, the provisions of such Section 262262 of the DGCL, unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal 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 Shares shall thereafter be no longer considered Dissenting Shares under this Agreement and shall be treated as if they had been converted into, at the Effective Time, the right to receive the Merger Consideration, without any interest thereonthereon and subject to Section 2.5, in accordance with Section 1.4(b). At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL and as provided in the previous sentence. The Company shall promptly notify Parent promptly, and in any event within two (2) Business Days, of any demands received by the Company for appraisals of shares of Company Common Stock under Section 262 of the DGCL in connection with the Merger and afford Parent the opportunity to participate in all negotiations and proceedings with respect to any such demands and the Company shall consider in good faith comments or suggestions proposed by Parent with respect to such demands. The Company shall not make any payment with respect to any such demands for appraisal or settle any such demands without the prior written consent of Parent. Prior to the Effective Time, Parent shall not require the Company to make any payment with respect to any such demands for appraisal or offer to settle or settle any such demands.

Treatment of Dissenting Shares. Any provision of Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if required by the DGCL (but only to the extent required thereby), shares holders of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares) and that are held by holders Shares who have properly demanded appraisal of such shares who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised and validly perfected appraisal rights with respect thereto in accordance withpursuant to, and who have complied comply in all respects with, the provisions of Section 262 of the DGCL with respect to any such shares held by any such holder (the “Dissenting Shares”) shall not be have such shares converted into the right to receive applicable Per Share Payment and a portion (if any) of the Merger ConsiderationEscrow Funds and the Representative Expense Amount as provided herein, and but instead such holders of such Dissenting Shares shall be entitled to receive payment such rights (and only such rights) as are granted under Section 262 of the fair value of such Dissenting Shares in accordance with, but only if, as and when required by, the provisions of such Section 262, unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal 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 Shares shall thereafter be no longer considered Dissenting Shares under this Agreement and shall be treated as if they had been converted into, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, in accordance with Section 1.4(b). At the Effective Time, any all Dissenting Shares shall no longer be outstanding and shall automatically be canceled and extinguished and shall cease to exist, and except as otherwise provided by law, each holder of Dissenting Shares shall cease to have any rights with respect thereto, except thereto other than the rights provided in granted pursuant to Section 262 of the DGCL and as provided in DGCL. Notwithstanding the previous sentence. The Company foregoing, if any holder shall promptly notify Parent of any demands received by fail to validly perfect or shall otherwise waive, withdraw or lose the Company for appraisals of shares of Company Common Stock right to appraisal under Section 262 of the DGCL in connection 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, then the rights of such holder under Section 262 of the DGCL shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall become, the applicable Per Share Payment and a portion (if any) of the Escrow Funds and the Representative Expense Amount as provided herein. The Company shall give Parent prompt written notice of any demands for appraisal with the Merger respect to Dissenting Shares, and afford Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demands, and any such demands and settlements with respect thereto shall not be entered into by the Company shall consider in good faith comments or suggestions proposed by Parent with respect to such demands. The Company shall not make any payment with respect to any such demands for appraisal or settle any such demands without the prior written consent of Parent. Any payments to be made in respect of Dissenting Shares will be made by Parent and/or the Surviving Entity and any such payments may be satisfied from the Escrow Funds as set forth in ARTICLE IX.

Treatment of Dissenting Shares. Any provision of Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if required by the DGCL a Stockholder who (but only to the extent required thereby), shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than the Cancelled Sharesi) and that are held by holders of such shares who have has not voted in favor of the adoption of this Agreement First Merger or consented thereto in writing and who have properly exercised and validly perfected writing, (ii) has appraisal rights with respect thereto under the provisions of Section 262 of the DGCL, who has properly demanded appraisal of the issued and outstanding Company Common Shares held by such Stockholder pursuant to, (iii) complies in accordance all respects with, and who have complied with, the provisions of Section 262 of the DGCL and (iv) has not effectively withdrawn or lost (through failure to perfect or otherwise) such Stockholder’s appraisal rights with respect to any such shares held by any such holder Company Common Shares (the “Dissenting Shares”) ), shall not be have such Dissenting Shares converted into the right to receive the Merger Consideration, and holders of Per Share Consideration for such Dissenting Shares Shares, but instead shall be entitled to receive payment such rights (and only such rights) as are granted under Section 262 of the fair value of such Dissenting Shares in accordance with, but only if, as and when required by, the provisions of such Section 262, unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under the DGCL. If, after At the First Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such all Dissenting Shares shall thereafter be no longer considered Dissenting Shares under this Agreement be outstanding and shall automatically be treated canceled and extinguished and shall cease to exist, and except as if they had been converted intootherwise provided by Law, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, in accordance with Section 1.4(b). At the Effective Time, any holder of each Stockholder holding Dissenting Shares shall cease to have any rights with respect thereto, except thereto other than the rights provided in granted pursuant to Section 262 of the DGCL and as provided in DGCL. Notwithstanding the previous sentence. The Company foregoing, if any Stockholder shall promptly notify Parent of any demands received by fail to validly perfect or shall otherwise waive, withdraw or lose the Company for appraisals of shares of Company Common Stock right to appraisal under Section 262 of the DGCL in connection with or if a court of competent jurisdiction shall determine that such Stockholder is not entitled to the Merger relief provided by Section 262 of the DGCL, then the rights of such Stockholder under Section 262 of the DGCL shall cease and afford the Dissenting Shares of such Stockholder shall be deemed to have been converted at the First Effective Time into, and shall become, the right to receive the applicable Per Share Consideration without interest thereon and subject to the other requirements and applicable limitations of this Agreement. The Company shall give Parent the opportunity to participate in all negotiations prompt written notice and proceedings a copy of any demand for appraisal with respect to Dissenting Shares, any notices, instruments or written communications that relate to any such demands demand, and any withdrawal of any such demand, in each case that is received by the Company shall consider in good faith comments or suggestions proposed by Parent prior to the First Effective Time. Except with respect to such demands. The the prior written consent of Parent, the Company shall not make any payment with respect to, settle or offer to settle, any such demands for appraisal or settle any such demands without the prior written consent of Parentdemand.

Treatment of Dissenting Shares. Any provision of Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if required by the DGCL (but only to the extent required thereby)Stockholders who have properly demanded appraisal of, or dissenters’ rights with respect to, their shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than the Cancelled “Dissenting Shares”) and that are held by holders of such shares who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised and validly perfected appraisal rights with respect thereto in accordance withpursuant to, and who have complied comply in all respects with, the provisions of Section 262 of the DGCL with respect to any shall not have such shares held by any converted as provided herein, but instead such holder (the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, and holders of such Dissenting Shares Stockholders shall be entitled to receive payment such rights (and only such rights) as are granted under Section 262 of the fair value of such Dissenting Shares in accordance with, but only if, as and when required by, the provisions of such Section 262, unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal 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 Shares shall thereafter be no longer considered Dissenting Shares under this Agreement and shall be treated as if they had been converted into, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, in accordance with Section 1.4(b). At the Effective Time, any all Dissenting Shares shall no longer be outstanding and shall automatically be canceled and extinguished and shall cease to exist, and except as otherwise provided by Law, each holder of Dissenting Shares shall cease to have any rights with respect thereto, except thereto other than the rights provided in granted pursuant to Section 262 of the DGCL and as DGCL. Notwithstanding the foregoing, if any Stockholder shall fail to validly perfect or shall otherwise waive, withdraw or lose the right to appraisal under Section 262 of the DGCL, or if a court of competent jurisdiction shall determine that such Stockholders are not entitled to the relief provided in by Section 262 of the previous sentence. The Company shall promptly notify Parent DGCL, then the rights of any demands received by the Company for appraisals of shares of Company Common Stock such Stockholders under Section 262 of the DGCL shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time as set forth in connection Section 1.4(a) or Section 1.4(b), as applicable. Prior to the Closing, Company shall give Parent prompt written notice of any demands for appraisal or dissenters’ rights with the Merger respect to Dissenting Shares (“Appraisal Demands”), and afford Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such Appraisal Demands, and any such demands and the Company shall consider in good faith comments or suggestions proposed by Parent settlements with respect to such demands. The Company thereto shall not make any payment with respect to any such demands for appraisal or settle any such demands be entered into without the prior written consent of ParentRepresentative and Parent (such consents not to be unreasonably conditioned, withheld or delayed). From and after the Closing, the Representative shall be entitled to assume the defense of any Appraisal Demands, whether such Appraisal Demands were commenced before or after the Closing; provided that Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such Appraisal Demands, and any settlements with respect thereto shall not be entered into without the prior written consent of Parent (such consent not to be unreasonably conditioned, withheld or delayed). After the Closing, Parent shall give the Representative prompt written notice of any Appraisal Demands. Any payments to be made in respect of Dissenting Shares shall be made by Parent and/or the Surviving Company.

Treatment of Dissenting Shares. Any provision of this Agreement to the contrary notwithstanding, if required by the DGCL WBCA (but only to the extent required thereby), shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares) and that are held by holders of such shares who have not voted in favor of the adoption approval of this Agreement or consented thereto in writing and who are entitled to and have properly exercised and validly perfected appraisal timely notified the Company of their intent to demand payment and exercise dissenters’ rights with respect thereto in accordance withwith Chapter 23B.13 of the WBCA, and who have complied with, Section 262 strictly in all respects with Chapter 23B.13 of the DGCL WBCA and have not effectively withdrawn such notice or demand with respect to any such shares held by any such holder (the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, and holders of such Dissenting Shares shall be entitled to receive payment of the fair value of such Dissenting Shares in accordance with, but only if, as and when required by, the provisions of such Section 262Chapter 23B.13 of the WBCA, unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under the DGCLWBCA. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such rights, such Dissenting Shares shall thereafter be no longer considered Dissenting Shares under this Agreement and shall be treated as if they had been converted into, at the Effective Time, the right to receive the Merger ConsiderationConsideration (after giving effect to any required Tax withholdings as provided in Section 2.5), and without any interest thereon, in accordance with Section 1.4(b). At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 Chapter 23B.13 of the DGCL WBCA and as provided in the previous sentence. The Company shall promptly notify Parent of any demands received by the Company for appraisals written notices of intent of any holder of shares of Company Common Stock under Section 262 to demand payment and exercise dissenters’ rights or withdrawals of such notices, and any other instruments served pursuant to applicable Law that are received by the Company relating to dissenters’ rights Chapter 23B.13 of the DGCL WBCA in connection with the Merger and afford Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to any such demands and the Company shall consider in good faith comments or suggestions proposed by Parent with respect to such demands. The Company shall not make (or cause to be made on its behalf) any payment or offer of payment with respect to any such demands for appraisal notices of intent of any holder of shares of Company Common Stock to demand payment and exercise dissenters’ rights, or settle settle, compromise or otherwise negotiate, or offer to settle, compromise or otherwise negotiate any such demands notices, in each case, without the prior written consent of Parent.

Treatment of Dissenting Shares. Any provision of Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if required by the DGCL (but only to the extent required thereby), shares holders of Company Common Capital Stock that are issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares) and that are held by holders who have properly demanded appraisal of such shares who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised and validly perfected appraisal rights with respect thereto in accordance withpursuant to, and who have complied comply in all respects with, the provisions of Section 262 of the DGCL with respect to any such shares held by any such holder (the “Dissenting Shares”) shall not be have such shares converted into the right to receive the Merger Considerationas provided herein, and but instead such holders of such Dissenting Shares shall be entitled to receive payment such rights (and only such rights) as are granted under Section 262 of the fair value of such Dissenting Shares in accordance with, but only if, as and when required by, the provisions of such Section 262, unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal 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 Shares shall thereafter be no longer considered Dissenting Shares under this Agreement and shall be treated as if they had been converted into, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, in accordance with Section 1.4(b). At the Effective Time, any all Dissenting Shares shall no longer be outstanding and shall automatically be canceled and extinguished and shall cease to exist, and except as otherwise provided by Law, each holder of Dissenting Shares shall cease to have any rights with respect thereto, except thereto other than the rights provided in granted pursuant to Section 262 of the DGCL and as provided in DGCL. Notwithstanding the previous sentence. The Company foregoing, if any holder shall promptly notify Parent of any demands received by fail to validly perfect or shall otherwise waive, withdraw or lose the Company for appraisals of shares of Company Common Stock right to appraisal under 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, then the rights of such holder under Section 262 of the DGCL shall cease and such Dissenting Shares shall be deemed to have been converted, as applicable, at the Effective Time as set forth in connection Section 1.04. The Company shall give Parent prompt written notice of any demands for appraisal with the Merger respect to Dissenting Shares, and afford Parent shall have the opportunity to participate in all negotiations and proceedings with respect to any such demands demands, provided, that the Representative shall have the right to lead the negotiations and the Company shall consider in good faith comments or suggestions proposed by Parent proceedings with respect to such demands. The Company demands and any settlements with respect thereto shall not make any payment with respect to any such demands for appraisal or settle any such demands be entered into without the prior written consent of Parentthe Company or the Surviving Corporation (such consent not to be unreasonably withheld or delayed). Any payments to be made in respect of Dissenting Shares will be made by Parent and/or the Surviving Corporation; provided, that to the extent any payments made in respect of Dissenting Shares require Parent to pay any amounts in excess of the Aggregate Merger Consideration, after taking into account the payments made pursuant to Section 1.06 (a) and (b), then Parent shall be entitled to be reimbursed for such excess payments from the Post-Closing Indemnity Escrow Account as provided in Section 8.02(a)(iv).

Treatment of Dissenting Shares. Any provision of Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if required by the DGCL (but only to the extent required thereby), Stockholders who have properly demanded appraisal of their shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares) and that are held by holders of such shares who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised and validly perfected appraisal rights with respect thereto in accordance withpursuant to, and who have complied comply in all respects with, the provisions of Section 262 of the DGCL with respect to any such shares held by any such holder (the “Dissenting Shares”) shall not be have such shares converted into the right to receive the Merger Considerationas provided herein, and holders of but instead such Dissenting Shares Stockholders shall be entitled to receive payment such rights (and only such rights) as are granted under Section 262 of the fair value of such Dissenting Shares in accordance with, but only if, as and when required by, the provisions of such Section 262, unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal 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 Shares shall thereafter be no longer considered Dissenting Shares under this Agreement and shall be treated as if they had been converted into, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, in accordance with Section 1.4(b). At the Effective Time, any all Dissenting Shares shall no longer be outstanding and shall automatically be canceled and extinguished and shall cease to exist, and except as otherwise provided by Law, each holder of Dissenting Shares shall cease to have any rights with respect thereto, except thereto other than the rights provided in granted pursuant to Section 262 of the DGCL and as provided in DGCL. Notwithstanding the previous sentence. The Company foregoing, if any Stockholder shall promptly notify Parent of any demands received by fail to validly perfect or shall otherwise waive, withdraw or lose the Company for appraisals of shares of Company Common Stock right to appraisal under Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such Stockholders is not entitled to the relief provided by Section 262 of the DGCL, then the rights of such Stockholders under Section 262 of the DGCL shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time as set forth in connection Section 1.04(a) or 1.04(b), as applicable. The Company shall give Parent prompt written notice of any demands for appraisal with the Merger respect to Dissenting Shares, and afford Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demands, and any such demands and the Company shall consider in good faith comments or suggestions proposed by Parent settlements with respect to such demands. The Company thereto shall not make any payment with respect to any such demands for appraisal or settle any such demands be entered into without the prior written consent of ParentRepresentative and Parent (such consents not to be unreasonably withheld or delayed). Any payments to be made in respect of Dissenting Shares shall be made by Parent and/or the Surviving Corporation.

Treatment of Dissenting Shares. Any provision of Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if required by the DGCL (but only to the extent required thereby), shares a holder of Company Common Stock that are issued Shares who is entitled to demand and outstanding immediately prior to the Effective Time (other than the Cancelled Shares) has validly and that are held by holders properly demanded appraisal of such shares who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised and validly perfected appraisal rights with respect thereto in accordance withpursuant to, and who have has complied in all respects with, the provisions of Section 262 of the DGCL with respect to (any such shares held by any such holder (the being referred to as “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, and holders of ” until such Dissenting Shares shall be entitled to receive payment of the fair value of such Dissenting Shares in accordance with, but only if, time as and when required by, the provisions of such Section 262, unless and until any such holder fails to perfect or effectively withdraws or otherwise loses its such holder’s appraisal rights to appraisal and payment under the DGCL. If, after the Effective Time, any DGCL with respect to such holder fails to perfect or effectively withdraws or loses shares) shall not have such rights, such Dissenting Shares shall thereafter be no longer considered Dissenting Shares under this Agreement and shall be treated as if they had been shares converted into, at the Effective Time, or have the right to receive receive, the Merger Considerationapplicable Per Share Common Payment and a portion (if any) of the Escrow Funds and the Representative Expense Amount as provided herein, without any interest thereonbut instead such holder shall be entitled to such rights (and only such rights) as are granted under Section 262 of the DGCL, unless and until such holder withdraws (in accordance with Section 1.4(b)262(k) of the DGCL) or effectively loses the right to dissent. At the Effective Time, If any holder of Dissenting Shares shall cease have effectively withdrawn (in accordance with Section 262(k) of the DGCL), lost the right to dissent or a court of competent jurisdiction shall have any rights with respect thereto, except determined that such holder is not entitled to the rights relief provided in by Section 262 of the DGCL DGCL, then as of the later of the Effective Time or the occurrence of such event, the Dissenting Shares held by such holder shall be automatically cancelled and converted into and represent only the right to receive the applicable Per Share Common Payment and a portion (if any) of the Escrow Funds and the Representative Expense Amount as provided herein pursuant to Section 2.8 (without, in the previous sentence. The Company each case, any interest thereon) and Parent shall promptly notify Parent of deposit any demands received by the Company for appraisals of shares of Company Common Stock under Section 262 of the DGCL in connection amounts then owed to such holder with the Merger and afford Parent the opportunity to participate in all negotiations and proceedings with respect to any such demands and the Company shall consider in good faith comments or suggestions proposed by Parent with respect Representative for distribution to such demands. The Company shall not make any payment with respect to any such demands for appraisal or settle any such demands without the prior written consent of Parentholder.

Treatment of Dissenting Shares. Any provision of Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if required by the DGCL (but only to the extent required thereby)Stockholders who have properly demanded appraisal of, or dissenters’ rights with respect to, their shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than the Cancelled “Dissenting Shares”) and that are held by holders of such shares who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised and validly perfected appraisal rights with respect thereto in accordance withpursuant to, and who have complied comply in all respects with, the provisions of Section 262 of the DGCL with respect or, to any such shares held by any such holder the extent applicable, Chapter 13 of the California Corporations Code (the “Dissenting SharesCCC”) shall not be have such shares converted into the right to receive the Merger Considerationas provided herein, and holders of but instead such Dissenting Shares Stockholders shall be entitled to receive payment such rights (and only such rights) as are granted under Section 262 of the fair value of such Dissenting Shares in accordance with, but only ifDGCL or, as and when required byapplicable, Chapter 13 of the provisions of such Section 262, unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal 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 Shares shall thereafter be no longer considered Dissenting Shares under this Agreement and shall be treated as if they had been converted into, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon, in accordance with Section 1.4(b)CCC. At the Effective Time, any all Dissenting Shares shall no longer be outstanding and shall automatically be canceled and extinguished and shall cease to exist, and except as otherwise provided by Law, each holder of Dissenting Shares shall cease to have any rights with respect thereto, except thereto other than the rights provided in granted pursuant to Section 262 of the DGCL and or, as provided in applicable, Chapter 13 of the previous sentenceCCC. The Company Notwithstanding the foregoing, if any Stockholder shall promptly notify Parent of any demands received by fail to validly perfect or shall otherwise waive, withdraw or lose the Company for appraisals of shares of Company Common Stock right to appraisal under Section 262 of the DGCL or, as applicable, Chapter 13 of the CCC, or if a court of competent jurisdiction shall determine that such Stockholders is not entitled to the relief provided by Section 262 of the DGCL, or, as applicable, Chapter 13 of the CCC, then the rights of such Stockholders under Section 262 of the DGCL or, as applicable, Chapter 13 of the CCC shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time as set forth in connection Section 1.4(a) or Section 1.4(b), as applicable. Prior to the Closing, Company shall give Parent prompt written notice of any demands for appraisal or dissenters’ rights with the Merger respect to Dissenting Shares (“Appraisal Demands”), and afford Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such Appraisal Demands, and any such demands and the Company shall consider in good faith comments or suggestions proposed by Parent settlements with respect to such demands. The Company thereto shall not make any payment with respect to any such demands for appraisal or settle any such demands be entered into without the prior written consent of ParentRepresentative and Parent (such consents not to be unreasonably conditioned, withheld or delayed). From and after the Closing, the Representative shall be entitled to assume the defense of any Appraisal Demands, whether such Appraisal Demands were commenced before or after the Closing; provided that Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such Appraisal Demands, and any settlements with respect thereto shall not be entered into without the prior written consent of Parent (such consent not to be unreasonably conditioned, withheld or delayed). After the Closing, Parent shall give the Representative prompt written notice of any Appraisal Demands. Any payments to be made in respect of Dissenting Shares shall be made by Parent and/or the Surviving Company.