Common use of Treatment of Dissenting Shares Clause in Contracts

Treatment of Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, Shares that are outstanding immediately prior to the Effective Time and that are held by any stockholder who is entitled to exercise, and who properly exercises, appraisal rights with respect to such Shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL, shall not be converted into, exchangeable for or represent the right to receive, the Per Share Merger Consideration. Any such stockholder shall instead be entitled to receive payment of the fair value of such stockholder’s Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that all Dissenting Shares held by any stockholder who shall have failed to perfect or who otherwise shall have withdrawn, in accordance with Section 262 of the DGCL, or lost such stockholder’s rights to demand payment in respect of such Shares under Section 262 of the DGCL, shall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 any interest thereon, upon surrender of the Certificate or Certificates that formerly evidenced such Shares. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto other than as provided in Section 262 of the DGCL.

Treatment of Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, Company Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any stockholder shareholder who is entitled to exercise, and who properly exercises, appraisal dissenter’s rights with respect to such Company Shares pursuant to the GBCC by reason of Section 14-2-1302(c)(1) of the GBCC) (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 Sections 14-2-1321 and 14-2-1323 of the DGCLGBCC, shall not be converted into, exchangeable for or represent the right to receive, the Per Share Merger Consideration. Any such stockholder shareholder shall instead be entitled to receive payment of the fair value of such stockholdershareholder’s Dissenting Shares in accordance with the provisions of Section 262 Article 13 of the DGCLGBCC; provided, however, that all Dissenting Shares held by any stockholder shareholder who shall have failed to perfect or who otherwise shall have withdrawn, in accordance with Section 262 Article 13 of the DGCLGBCC, or lost such stockholdershareholder’s rights to demand payment in respect of such Dissenting Shares under Section 262 Article 13 of the DGCL, GBCC 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 any interest thereon, upon surrender of the Certificate or Certificates that formerly evidenced such Sharesshares in accordance herewith. At The parties agree and acknowledge that in any appraisal proceeding with respect to the Effective TimeDissenting Shares and to the fullest extent permitted by applicable Law, any holder the fair value of the Dissenting Shares shall cease to have any rights be determined in accordance with respect thereto other than as provided in Section 262 14-2-1301 et seq. of the DGCLGBCC without regard to the Top-Up Option, the Top-Up Option Shares or any consideration paid or delivered by Buyer or Acquisition Sub to the Company in payment for the Top-Up Option Shares.

Treatment of Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, Shares that are outstanding immediately prior to the Effective Time and that are held by any stockholder a Stockholder who is entitled to exercise, and who has properly exercises, demanded appraisal rights with respect to of such Shares (the “Dissenting Shares”) shares pursuant to, and who complies has complied in all respects with, the provisions of Section 262 of the DGCL, DGCL (“Dissenting Shares”) shall not be have such shares converted into, exchangeable for or represent into the right to receive, the applicable Per Share Merger Consideration. Any Closing Cash Consideration and the applicable Per Share Closing Parent Stock Consideration and a portion (if any) of the Deferred Payments as provided herein, but instead such stockholder holder shall instead be entitled to receive payment of the fair value of such stockholder’s Dissenting Shares in accordance with the provisions of rights (and only such rights) as are granted under Section 262 of the DGCL; provided, however, that all Dissenting Shares held by any stockholder who shall have failed to perfect or who otherwise shall have withdrawn, unless and until such holder withdraws (in accordance with Section 262 of the DGCL, ) or lost such stockholder’s rights loses the right to demand payment dissent. If any holder of Dissenting Shares shall have effectively withdrawn (in respect of such Shares under accordance with Section 262 of the DGCL) or lost the right to dissent, shall thereupon be deemed to have been converted into, and to have become exchangeable for, then as of the later of the Effective TimeTime or the occurrence of such event, the Dissenting Shares held by such holder shall be cancelled and converted into and represent the right to receive the Per Share Merger Closing Cash Consideration and the Per Share Closing Parent Stock Consideration, as well as a portion of any Deferred Payments attributable thereto, in each case, without any interest thereon, upon surrender of the Certificate or Certificates that formerly evidenced such Shares. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto other than as provided in Section 262 of the DGCL.

Treatment of Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary Each Share that is issued and to the extent available under the DGCL, Shares that are outstanding immediately prior to the Effective Time and that are is held by any stockholder a holder of Shares who is entitled shall have validly exercised and not effectively withdrawn or have not otherwise lost their rights to exercisedissent from the Merger (“Dissenter Rights”), and who properly exercisesin accordance with Section 238 of the Companies Act (collectively, appraisal rights with respect to such Shares (the “Dissenting Shares”) pursuant to, and who complies in all respects withholders of the Dissenting Shares collectively, the provisions of Section 262 of “Dissenting Shareholders”) shall be cancelled and cease to exist at the DGCLEffective Time, and the Dissenting Shareholders shall not be converted into, exchangeable for or represent the right entitled to receive, receive the Per Share Merger Consideration. Any Consideration (except as provided in this Section 2.1(e) of the Merger Agreement), and each such stockholder Dissenting Shareholder shall instead be entitled to receive only the payment of the fair value of such stockholder’s Dissenting Shares held by them determined in accordance with the provisions of Section 262 238 of the DGCL; provided, however, that all Companies Act (the “Dissenting Shares held by Fair Value Payment”). If any stockholder who Dissenting Shareholder shall have failed effectively withdrawn or lost its right to perfect or who otherwise shall have withdrawn, dissent in accordance with Section 262 the Companies Act, then as of the DGCLlater of the Effective Time and the occurrence of such event, or lost such stockholder’s rights to demand payment the Dissenting Shareholder shall, in respect of such its Shares under Section 262 of the DGCL, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of cancelled at the Effective Time, the right be entitled to receive the Per Share Merger ConsiderationConsideration without interest, without any interest thereon, upon surrender pursuant to Section 2.1(a) of the Certificate or Certificates that formerly evidenced Merger Agreement and the CVR Agreement and such Shares. At the Effective Time, any holder of Dissenting Shares shall cease not be deemed to have any rights with respect thereto other than as provided in Section 262 of the DGCLbe Dissenting Shares.

Treatment of Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, Shares that are outstanding immediately prior to the Effective Time and that are held by any stockholder holders of Common Stock who is entitled to exercise, and who have properly exercises, demanded appraisal rights with respect to of such Shares (the “Dissenting Shares”) shares pursuant to, and who complies comply in all respects with, the provisions of Section 262 of the DGCL, DGCL (“Dissenting Shares”) shall not be have such shares converted intoas provided herein, exchangeable for or represent the right to receive, the Per Share Merger Consideration. Any but instead such stockholder Holders shall instead be entitled to receive payment of the fair value of such stockholder’s Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that all Dissenting Shares held by any stockholder who shall have failed to perfect or who otherwise shall have withdrawn, in accordance with Section 262 of the DGCL, or lost rights (and only such stockholder’s rights to demand payment in respect of such Shares rights) as are granted under Section 262 of the DGCL, 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 any interest thereon, upon surrender of the Certificate or Certificates that formerly evidenced such Shares. 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 other than as provided in the rights granted pursuant to Section 262 of the DGCL. Notwithstanding the foregoing, if any Holder 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 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 as set forth in Section 1.04.

Treatment of Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, Shares that are outstanding immediately prior to the Effective Time and that are held by any stockholder who is entitled to exercise, and holders of Company Common Stock who properly exercises, demand appraisal rights with respect to of such Shares (the “Dissenting Shares”) shares pursuant to, and who complies comply in all respects with, the provisions of Section 262 of the DGCL, DGCL (“Dissenting Shares”) shall not be have such shares converted into, exchangeable for or represent into the right to receivereceive the consideration set forth in Section 2.08(b) or 2.08(c), the Per Share Merger Consideration. Any as applicable, but instead such stockholder holders shall instead be entitled to receive payment of the fair value of such stockholder’s Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that all Dissenting Shares held by any stockholder who shall have failed to perfect or who otherwise shall have withdrawn, in accordance with Section 262 of the DGCL, or lost rights (and only such stockholder’s rights to demand payment in respect of such Shares rights) as are granted under Section 262 of the DGCL, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of . Beginning at the Effective Time, the right Dissenting Shares shall no longer be outstanding and shall automatically be canceled and extinguished and shall cease to receive the Per Share Merger Considerationexist, without any interest thereonand except as otherwise provided by Law, upon surrender of the Certificate or Certificates that formerly evidenced such Shares. At the Effective Time, any each holder of Dissenting Shares shall cease to have any rights with respect thereto other than as provided in the rights granted pursuant to Section 262 of the DGCL. Notwithstanding the foregoing, if any holder 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 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 right to receive the consideration set forth in Section 2.08(b) or 2.08(c), as applicable.

Treatment of Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, Shares that are outstanding immediately prior to the Effective Time and that are held by any stockholder holders of shares of Common Stock who is entitled to exercise, and who have properly exercises, demanded appraisal rights with respect to of such Shares (the “Dissenting Shares”) shares pursuant to, and who complies comply in all respects with, the provisions of Section 262 of the DGCL, DGCL (“Dissenting Shares”) shall not be have such shares converted intoas provided herein, exchangeable for or represent the right to receive, the Per Share Merger Consideration. Any but instead such stockholder holders shall instead be entitled to receive payment of the fair value of such stockholder’s Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that all Dissenting Shares held by any stockholder who shall have failed to perfect or who otherwise shall have withdrawn, in accordance with Section 262 of the DGCL, or lost rights (and only such stockholder’s rights to demand payment in respect of such Shares rights) as are granted under Section 262 of the DGCL, 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 any interest thereon, upon surrender of the Certificate or Certificates that formerly evidenced such Shares. 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 other than as provided in the rights granted pursuant to Section 262 of the DGCL. The Company shall give the Buyer prompt written notice of any demands for appraisal with respect to Dissenting Shares, and the Buyer shall have the opportunity to participate in all negotiations and proceedings with respect to such demands, and any settlements with respect thereto shall not be entered into without the prior written consent of the Sellers’ Representative (such consent not to be unreasonably withheld or delayed). Any payments to be made in respect of Dissenting Shares will be made by (i) the Surviving Corporation with respect to any amount equal to or less than the Per Share Merger Consideration with respect to such Dissenting Share and/or (ii) the Sellers’ Representative with respect to any amount greater than the Per Share Merger Consideration with respect to such Dissenting Share.

Treatment of Dissenting Shares. Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, Shares that are outstanding immediately prior to the Effective Time and that are held by any stockholder who is entitled to exercise, and holders of LMB Common Stock who properly exercises, demand appraisal rights with respect to of such Shares (the “Dissenting Shares”) shares pursuant to, and who complies comply in all respects with, the provisions of Section 262 of the DGCL, DGCL ("Dissenting Shares") shall not be have such shares converted into, exchangeable for or represent into the right to receivereceive the Merger Consideration set forth in Section 1.7(b), the Per Share Merger Consideration. Any but instead such stockholder holders shall instead be entitled to receive payment of the fair value of such stockholder’s Dissenting Shares in accordance with the provisions of rights (and only such rights) as are granted under Section 262 of the DGCL; provided, however, that all the number of Dissenting Shares held by any stockholder who shall have failed to perfect or who otherwise shall have withdrawn, in accordance with Section 262 represent no more than seven percent (7%) of the DGCL, or lost such stockholder’s rights LMB capital stock issued and outstanding immediately prior to demand payment in respect of such Shares under Section 262 of the DGCL, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of Effective Time. Beginning at the Effective Time, the right Dissenting Shares shall no longer be outstanding and shall automatically be canceled and extinguished and shall cease to receive the Per Share Merger Considerationexist, without any interest thereonand except as otherwise provided by law, upon surrender of the Certificate or Certificates that formerly evidenced such Shares. At the Effective Time, any each holder of Dissenting Shares shall cease to have any rights with respect thereto other than as provided in the rights granted pursuant to Section 262 of the DGCL. Notwithstanding the foregoing, if any holder 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 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 right to receive the Merger Consideration set forth in Section 1.7(b).