No Exercise of Appraisal Rights. Such Stockholder forever waives and agrees not to exercise any appraisal rights or dissenters’ rights, including pursuant to Section 262 of the DGCL, in respect of such Stockholder’s Subject Shares that may arise in connection with the Offer or the Merger.
No Exercise of Appraisal Rights. The Stockholder agrees not to exercise any appraisal rights or dissenter’s rights in respect of the Stockholder’s Subject Shares that may arise with respect to the Merger.
No Exercise of Appraisal Rights. Such Securityholder agrees not to exercise any appraisal rights or dissenter’s rights in respect of its Subject Shares that may arise with respect to the Merger.
No Exercise of Appraisal Rights. Such Stockholder irrevocably and unconditionally waives and agrees not to exercise, assert or perfect, or attempt to exercise, assert or perfect any appraisal rights or dissenters’ rights in respect of such Stockholder’s Subject Shares that may arise in connection with the Offer and/or the transactions contemplated by the Transaction Agreement.
No Exercise of Appraisal Rights. The Shareholder hereby waives and agrees not to exercise any appraisal rights or right to dissent in respect of the Shares that may arise with respect to the Merger.
No Exercise of Appraisal Rights. The Stockholder (a) knowingly, intentionally, voluntarily, unconditionally, and irrevocably forever waives and agrees not to exercise any appraisal rights or dissenters’ rights (“Appraisal Rights”) in respect of the Subject Shares that may arise in connection with the Merger; (b) knowingly, voluntarily, intentionally, unconditionally, and irrevocably forever waives the right to receive notice, in accordance with Section 262 of the DGCL, of any right to seek Appraisal Rights for the Subject Shares in connection with the Merger; and (c) covenants and agrees not to commence, prosecute, assign, transfer, or cause to be commenced any Proceeding to seek (or file any petition related to) any such Appraisal Rights in respect of the Subject Shares in connection with the Merger.
No Exercise of Appraisal Rights. If (a) Parent purchases any Exercised Shares pursuant to the Option, (b) the Board of Directors of the Company recommends to the stockholders of the Company that they vote in favor of an Acquisition Proposal for a merger of the Company that is to be accounted for as a "pooling of interests," (c) such merger is voted upon by the Company's stockholders within 180 days after Parent's purchase of such Exercised Shares and (d) the recommendation of the Board of Directors of the Company in favor of such merger has not been withdrawn and remains in effect as of the time of the vote by the Company's stockholders upon such merger, then Parent shall not exercise any statutory appraisal rights with respect to such Exercised Shares in connection with such merger. Nothing contained in this Section 5.3 or elsewhere in this Option Agreement shall require Parent to vote any shares of Company Common Stock in favor of any such merger, and nothing in this Section 5.3 or elsewhere in this Option Agreement shall preclude Parent from voting any shares of Company Common Stock against such merger.
No Exercise of Appraisal Rights. Provided that the Merger is consummated in compliance with the terms of the Merger Agreement, that the consideration offered pursuant to the Merger in the Offer is not less than $20.88 (as adjusted pursuant to Section 2.1(h) of the Merger Agreement) and that this Agreement has not been terminated pursuant to Section 5.13, such Shareholder agrees not to exercise any appraisal rights or dissenters’ rights in respect of its Subject Shares which may arise with respect to the Merger.
No Exercise of Appraisal Rights. Such Shareholder agrees not to exercise any appraisal rights or dissenter’s rights that may arise with respect to the Cash/Stock Merger or the Unit Merger pursuant to Chapter 13 of the California Corporations Code in respect of such Shareholder’s Subject Shares.
No Exercise of Appraisal Rights. Such Stockholder hereby irrevocably and unconditionally (a) waives and agrees not to exercise, assert or perfect, or attempt to exercise, assert or perfect any appraisal rights or dissenters’ rights in respect of such Stockholder’s Subject Shares that may arise with respect to the Merger and/or the transactions contemplated by the Merger Agreement (including, without limitation, under Section 262 of the DGCL) and (b) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, (i) against the Company, any of its Representatives or any of its successors, including claims relating to the negotiation, execution, or delivery of this Agreement or the Merger Agreement or the consummation of the Merger, including any claim alleging a breach of any fiduciary duty of the Company Board in connection with the Merger Agreement, the Merger or the other transactions contemplated thereby, or (ii) challenging the validity of or seeking to enjoin the operation of any provision of this Agreement.
