Common use of Appraisal and Dissenters’ Rights Clause in Contracts

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder To the extent required by Section 262 of the Delaware Act, each certificate formerly representing Acquiror Common Stock owned by holders thereof who has have validly exercised its appraisal rights elected to dissent from the Merger pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) Delaware Act shall be entitled thereafter only represent the right to receive fair value for their Acquiror Common Stock in accordance with the applicable provisions of the Delaware Act, and notwithstanding any portion provision of this Agreement to the contrary and to the extent available under the Delaware Act, shares of Acquiror Common Stock that are outstanding immediately prior to the Merger Effective Time and that are held by holders thereof who shall have neither voted in favor of the Merger Consideration nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights for such Acquiror Common Stock in accordance with respect Section 262 of the Delaware Act, and otherwise complied with all of the provisions of the Delaware Act relevant to the Dissenting Shares owned by exercise and perfection of appraisal rights, shall not be converted into, and such Dissenting Stockholder holders shall have no right to receive, the applicable per share Merger consideration unless and until such Dissenting Stockholder shall have effectively withdrawn holder fails to perfect or lost withdraws or otherwise loses his, her or its right to appraisal rights and payment under the DGCLDelaware Act. Each Dissenting Stockholder shall be entitled Any holder of Acquiror Common Stock who fails to receive only the payment resulting from the procedure set forth in perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such Acquiror Common Stock under Section 262 of the DGCL with respect Delaware Act, shall thereupon be deemed to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demandshave been converted into, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall nothave become exchangeable for, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion as of the Merger Consideration with respect Effective Time, the right to receive the applicable per share Merger consideration, without any Dissenting Sharesinterest thereon, upon surrender, if applicable, in the manner provided in this Section 2.4, of the certificate or certificates that formerly evidenced such Acquiror Common Stock.

Appraisal and Dissenters’ Rights. No Company Stockholder Shareholder who has validly exercised its appraisal their rights to dissent from the Merger pursuant to Section 262 238 of the DGCL Cayman Law (a collectively, the “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting SharesShareholders”) shall be entitled to receive any portion of the Merger Consideration Shares with respect to the Dissenting Company Shares owned by such Person (“Dissenting Stockholder Shares”) unless and until such Dissenting Stockholder Person shall have effectively withdrawn or lost its appraisal such Person’s rights to dissent from the Merger under the DGCLCayman Law. Each Dissenting Stockholder Shareholder shall be entitled to receive from the Company (or after the Closing, the Surviving Company), only the payment resulting from the procedure set forth in Section 262 238 of the DGCL Cayman Law with respect to the Dissenting Shares owned by such Dissenting StockholderShareholder. In the absence of agreement between the Company (or after the Closing, the Surviving Company) and Dissenting Shareholder as to the fair value of the Dissenting Shares, the Company (or after the Closing, the Surviving Company) and the Dissenting Shareholder shall takes all steps and actions within their respective control to ensure that the fair value of such Dissenting Shares is as determined by any one of Deloitte Touche Tohmatsu Limited, PricewaterhouseCoopers, Ernst & Young or KPMG, as appointed by the Company (or after the Closing, the Surviving Company) to do so. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written objections to the Merger or exercise of dissenter rights or demands for appraisal, attempted withdrawals of such demands, appraisal and any other instruments served pursuant to applicable Laws the Cayman Law that are received by the Company relating to any Dissenting Stockholder’s its shareholders’ rights of appraisal to dissent from the Merger and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to the exercise of dissenter rights or demand for appraisal under the DGCLCayman Law. The Company shall not, except with the prior written consent (not to be unreasonably withheld or delayed) of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to the exercise of any rights to dissent from the Merger or any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. In the event that any written notices of objection to the Merger are served by any Company Shareholder pursuant to Section 238(2) of the Cayman Law, the Company shall serve written notice of the authorization and approval of this Agreement, the Plan of Merger and the Merger on such shareholders pursuant to Section 238(4) of the Cayman Law within twenty (20) days of obtaining the Required Company Shareholder Approval. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration Shares (and Escrow Shares) shall be reduced by the Pro Rata Share of any Dissenting Stockholders Shareholders attributable to any Dissenting Shares and the Dissenting Stockholders Shareholders shall have no rights to any portion of the Merger Consideration Shares (or Escrow Shares) with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder holder of OAC Ordinary Shares who has validly exercised its appraisal their rights to dissent from the Merger pursuant to Section 262 238 of the DGCL Cayman Act (a collectively, the “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting SharesShareholders”) shall be entitled to receive any their portion of the Merger Consideration consideration with respect to the Dissenting OAC Ordinary Shares owned by such Dissenting Stockholder Shareholder (“Dissenting Shares”) unless and until such Dissenting Stockholder Shareholder shall have effectively withdrawn or lost its appraisal rights to dissent from the Merger under the DGCLCayman Act. Each Dissenting Stockholder Shareholder shall be entitled to receive from OAC (or after the Closing, the Surviving Corporation) only the payment resulting from the procedure set forth in Section 262 238 of the DGCL Cayman Act with respect to the Dissenting Shares owned by such Dissenting StockholderShareholder. The Company shall give In the Purchaser absence of agreement between OAC (or after the Closing, the Surviving Corporation) and Dissenting Shareholder as to the fair value of the Dissenting Shares, OAC (or after the Closing, the Surviving Corporation) and the Purchaser Representative Dissenting Shareholder shall take all steps and actions within their respective control to ensure that the fair value of such Dissenting Shares is as determined by any one of Deloitte Touche Tohmatsu Limited, PricewaterhouseCoopers, Ernst & Young or KPMG, as appointed by OAC (ior after the Closing, the Surviving Corporation) prompt to do so. In the event that any written notices of objection to the Merger are served by any holder of OAC Ordinary Shares pursuant to Section 238(2) of the Cayman Act, OAC (or after the Closing, the Surviving Corporation) shall serve written notice of any written demands for appraisal, attempted withdrawals of such demands, the authorization and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes approval of this Agreement, the Plan of Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights Merger on such shareholders pursuant to any portion Section 238(4) of the Merger Consideration with respect to any Dissenting SharesCayman Act within twenty (20) days of obtaining the Required OAC Stockholder Vote.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 92A.380 of the DGCL NRS (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Stockholder Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCLNRS. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 92A.380 of the DGCL NRS with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCLNRS. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Stockholder Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Stockholder Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 92A.300 et seq. of the DGCL NRS (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Stockholder Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCLNRS. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 92A.300 et seq. of the DGCL NRS with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under the DGCLNRS. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativePurchaser, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Stockholder Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company GameIQ Stockholder who has validly exercised its appraisal rights pursuant to Section 262 1300 of the DGCL California Corporations Code (a “Dissenting Stockholder”) with respect to its Company GameIQ Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCLCalifornia Corporations Code (“CCC”). Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 1300 of the DGCL CCC with respect to the Dissenting Shares owned by such Dissenting StockholderStockholder (the “Cash Consideration”). The Company RDE and GameIQ shall coordinate presentation of the terms and conditions of the Merger and this Agreement to the minority GameIQ Stockholders. If GameIQ is notified by any GameIQ Stockholder that the GameIQ Stockholder is exercising his or her or its dissenter’s rights under Section 1300 of the CCC, GameIQ shall give the Purchaser and the Purchaser Representative RDE (i) prompt notice of any such notice and any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal appraisal, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under the DGCLCCC. The Company GameIQ shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeRDE, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativePurchaser, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares; provided, that if the amount of Merger Consideration reduction resulting from the Pro Rata reduction is not fully-realized by the Dissenting Stockholders (such difference, the “Excess Reduction Amount”), such Excess Reduction Amount shall be distributed to the non-dissenting Company Stockholders, in cash, proportionately based on their relative holdings in relation to each other.

Appraisal and Dissenters’ Rights. No shareholder of the Company Stockholder who has validly exercised his, her, or its appraisal rights pursuant to Section 262 92A.300 et seq. of the DGCL NRS (a “Dissenting StockholderShareholder”) with respect to his, her, or its Company Common Stock (such shares, the “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder Shareholder unless and until such Dissenting Stockholder Shareholder shall have effectively withdrawn or lost its appraisal rights under the DGCLNRS. Each Dissenting Stockholder Shareholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 92A.300 et seq. of the DGCL NRS with respect to the Dissenting Shares owned by such Dissenting StockholderShareholder. The Company shall give the Purchaser and the Purchaser Representative Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Applicable Laws that are received by the Company relating to any Dissenting StockholderShareholder’s rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under the DGCLNRS. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeParent, voluntarily make any payment with respect to any demands for appraisal, offer to settle settle, or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share pro rata share of any Dissenting Stockholders Shareholders attributable to any Dissenting Shares and the Dissenting Stockholders Shareholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the Cayman Companies Act, Holdco Shares that are issued and outstanding immediately prior to the Initial Merger Effective Time and that are held by Holdco Shareholders who has validly exercised its appraisal rights have not voted in favor of the Initial Merger and who have given a notice of election to dissent pursuant to Section 262 section 238 of the DGCL Cayman Companies Act and otherwise complied with all of the provisions of the Cayman Companies Act relevant to the exercise and perfection of dissenters’ rights (a the “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Holdco Dissenting Shares”) shall not be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demandsconverted into, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent such holder of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Holdco Dissenting Shares and (the “Holdco Dissenting Stockholders Shareholder”) shall have no right to receive, any Stockholder Merger Consideration, and shall cease to have any of the rights as a shareholder of the Holdco (save for the right to be paid fair value for the Holdco Dissenting Shares in accordance with the Cayman Companies Act). Any Holdco Shareholder who prior to the Initial Merger Effective Time fails to perfect or validly withdraws a notice of election to dissent or otherwise loses his, her or its rights to any portion payment for their Holdco Dissenting Shares pursuant to section 238 of the Merger Consideration with respect Cayman Companies Act shall be treated in the same manner as a Holdco Shareholder who did not give a notice of election to any Dissenting Sharesdissent pursuant to section 238 of the Cayman Companies Act.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration Shares with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative Buyer (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeXxxxx, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration Shares (including Escrow Shares) shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration Shares (or Escrow Shares) with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant Notwithstanding anything contained herein to Section 262 of the DGCL (a “contrary, any Dissenting Stockholder”) Shares shall not be converted into the right to receive the consideration provided for in Sections 1.9(a)-(b), but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to its Company Stock any such Dissenting Shares pursuant to Delaware Law or the CCC. Each holder of Dissenting Shares who, pursuant to the provisions of Delaware Law or the CCC, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Delaware Law or the CCC (but only after the value therefor shall have been agreed upon or finally determined pursuant to such sharesprovisions). If, “after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares”) , then any such shares shall immediately be entitled converted into the right to receive any portion the consideration payable pursuant to Sections 1.9(a)-(b), as applicable in respect of such shares as if such shares never had been Dissenting Shares, and Acquiror shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.10(a), following the satisfaction of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure applicable conditions set forth in Section 262 1.10(a), the amount of the DGCL with cash to which such holder would be entitled in respect to the thereof under this Section 1.9 as if such shares never had been Dissenting Shares owned by such Dissenting StockholderShares. The Company or the Indemnifying Parties’ Agent shall give the Purchaser and the Purchaser Representative Acquiror (i) prompt notice of any written demands for appraisalappraisal or purchase received by the Company or the Indemnifying Parties’ Agent, attempted as applicable, withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are Delaware Law or the CCC and received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity right to direct all consult with the Company or the Indemnifying Parties’ Agent, as applicable, in any negotiations and or proceedings with respect to demand demands for appraisal or purchase under Delaware Law or the DGCLCCC. The Company (prior to the Effective Time) or the Indemnifying Parties’ Agent (after the Effective Time), as applicable, shall not, except with the prior written consent of Acquiror (which consent shall not be unreasonably withheld or delayed), or as otherwise required under Delaware Law or the Purchaser and the Purchaser RepresentativeCCC, voluntarily make any payment or offer to make any payment with respect to any demands for appraisalto, or settle or offer to settle settle, any claim or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained demand in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share respect of any Dissenting Stockholders attributable Shares. Subject to any Section 8.2, the payout of consideration under this Agreement to the stockholders of the Company (other than to holders of Dissenting Shares who shall be treated as provided in this Section 1.9(g) and under Delaware Law or the Dissenting Stockholders CCC) shall have no not be affected by the exercise or potential exercise of appraisal rights to or dissenters’ rights under Delaware Law or the CCC by any portion other stockholder of the Merger Consideration with respect to any Dissenting SharesCompany.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a an “AIRO Dissenting Stockholder”) with respect to its Company Stock (such shares, “AIRO Dissenting Shares”) shall be entitled to receive any portion of the AIRO Merger Consideration with respect to the AIRO Dissenting Shares owned by such AIRO Dissenting Stockholder unless and until such AIRO Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each AIRO Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the AIRO Dissenting Shares owned by such AIRO Dissenting Stockholder. The Company shall give the Purchaser PxxxxxXx and the Purchaser ParentCo Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any AIRO Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser ParentCo and the Purchaser ParentCo Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the AIRO Merger Consideration shall be reduced by the Pro Rata Share of any AIRO Dissenting Stockholders attributable to any AIRO Dissenting Shares and the AIRO Dissenting Stockholders shall have no rights to any portion of the AIRO Merger Consideration with respect to any AIRO Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativePurchaser, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration (including Escrow Shares) shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration (or Escrow Shares) with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Stockholder Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Stockholder Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Stockholder Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativePurchaser, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share pro rata share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any other provision of this Agreement to the contrary, shares of Company Stockholder Capital Stock held by a holder who has validly exercised its made a demand for appraisal rights pursuant to of such shares in accordance with Section 262 of the DGCL and shares of Company Capital Stock that, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the CCC (a any such shares being referred to as “Dissenting Stockholder”) Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL or Chapter 13 of the CCC with respect to its Company Stock (such shares), “Dissenting Shares”) shall will not be entitled converted into or represent the right to receive any portion of cash in accordance with Section 1.5, but will be converted into the Merger Consideration right to receive such consideration as may be determined to be due with respect to the such Dissenting Shares owned by pursuant to the DGCL or the CCC (and at the Effective Time, such Dissenting Stockholder unless Shares shall no longer be outstanding and until shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder holder shall cease to have effectively withdrawn or lost its appraisal any rights under with respect thereto, except the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure rights set forth in Section 262 of the DGCL with respect to or, if applicable, Chapter 13 of the CCC); provided, however, that if a holder of Dissenting Shares owned by (a “Dissenting Stockholder”) withdraws or loses such holder’s demand for such payment and appraisal or becomes ineligible for such payment and appraisal then, as of the later of the Effective Time or the date on which such Dissenting Stockholder. The Company shall give the Purchaser Stockholder withdraws such demand or otherwise becomes ineligible for such payment and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant holder’s Dissenting Shares will cease to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and will be converted into the Dissenting Stockholders shall have no rights right to any portion receive a cash payment determined in accordance with Section 1.5 (subject to Section 1.10) upon surrender of the Merger Consideration certificate representing such shares in accordance with respect to any Dissenting Sharesthe terms of Section 1.9.

Appraisal and Dissenters’ Rights. No (a) Notwithstanding any other provision of this Agreement to the contrary, shares of Company Stockholder Capital Stock held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has duly and validly exercised its made a demand for appraisal rights pursuant to of such shares in compliance with Section 262 of the DGCL (a “Dissenting Stockholder”) with respect any such shares being referred to its Company Stock (such shares, as “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and ” until such Dissenting Stockholder shall have effectively withdrawn time as such holder fails to perfect or lost its otherwise loses such holder’s appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to such shares or it is determined that such holder does not have appraisal rights in accordance with the Dissenting Shares owned by DGCL), will not be converted into or represent the right to receive cash in accordance with Section 1.5, but will be converted into the right to receive such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant consideration as may be determined to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings be due with respect to such Dissenting Shares pursuant to the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL); provided, that if a holder of Dissenting Shares (a “Dissenting Stockholder”) withdraws or loses such holder’s demand for such payment and appraisal under the DGCL. The Company shall notor becomes ineligible for such payment and appraisal then, except with the prior written consent as of the Purchaser later of the Effective Time or the date on which such Dissenting Stockholder withdraws such demand or otherwise becomes ineligible for such payment and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer such holder’s Dissenting Shares will cease to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and will be converted into the Dissenting Stockholders shall have no rights right to any portion receive a cash payment determined in accordance with and subject to the provisions of Section 1.5 (subject to Sections 1.11, 1.12, 1.13 and 1.15) upon surrender of a Letter of Transmittal and the Merger Consideration certificate representing such shares in accordance with respect to any Dissenting Sharesthe terms of Section 1.11.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 92A.300 et seq. of the DGCL NRS (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Stockholder Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCLNRS. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 92A.300 et seq. of the DGCL NRS with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demand for appraisal under the DGCLNRS. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativePurchaser, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Stockholder Merger Consideration (including Escrow Shares) shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration (or Escrow Shares) with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Kernel Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Kernel Dissenting Stockholder”) with respect to its Company Kernel Common Stock (such shares, “Kernel Dissenting Shares”) shall be entitled to receive any portion of the Kernel Merger Consideration with respect to the Kernel Dissenting Shares owned by such Kernel Dissenting Stockholder unless and until such Kernel Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Kernel Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Kernel Dissenting Shares owned by such Kernel Dissenting Stockholder. The Company Kernel shall give the Purchaser PxxxxxXx and the Purchaser ParentCo Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company Kxxxxx relating to any Kernel Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company Kernel shall not, except with the prior written consent of the Purchaser ParentCo and the Purchaser PxxxxxXx Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Kernel Merger Consideration shall be reduced by the Pro Rata Share of any Kernel Dissenting Stockholders attributable to any Kernel Dissenting Shares and the Kernel Dissenting Stockholders shall have no rights to any portion of the Kernel Merger Consideration with respect to any Kernel Dissenting Shares.

Appraisal and Dissenters’ Rights. No Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, Company Stockholder Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a Company Shareholder who has validly exercised its did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal rights of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Shareholders”) shall not be converted into or be exchangeable for the right to receive such Dissenting Shareholder’s portion of the Transaction Share Consideration pursuant to Section 2.1(e)(vii), but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to Section 262 of the DGCL (a “and at the Effective Time, such Dissenting Stockholder”) Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect to its Company Stock (such sharesthereto, “Dissenting Shares”) shall be entitled to receive any portion except the rights set forth in Section 262 of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder DGCL), unless and until such Dissenting Stockholder holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal rights under the DGCL. Each If any Dissenting Stockholder Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, each of such holder’s Company Shares shall thereupon be entitled treated as if they had been converted into and become exchangeable for the right to receive only the payment resulting from the procedure set forth in Section 262 receive, as of the DGCL with respect Effective Time, the applicable portion of the Transaction Share Consideration pursuant to the Dissenting Shares owned by such Dissenting StockholderSection 2.1(e)(vii), without interest. The Company shall give the Purchaser and the Purchaser Representative (i) TortoiseCorp III prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws Law that are received by the Company relating to any Dissenting Stockholder’s Company Shareholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCLappraisal. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeTortoiseCorp III, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Common Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration Shares with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration Shares shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration Shares with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 92A.380 of the DGCL NRS (a “Dissenting Stockholder”) with respect to its Company Common Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration Shares with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCLNRS. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 92A.380 of the DGCL NRS with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCLNRS. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration Shares shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration Shares with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder Shareholder who has validly exercised its appraisal rights pursuant to Section 262 Article 13 of the DGCL GBCC (a “Dissenting StockholderShareholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Shareholder Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder Shareholder unless and until such Dissenting Stockholder Shareholder shall have effectively withdrawn or lost its appraisal rights under the DGCLGBCC. Each Dissenting Stockholder Shareholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 Article 13 of the DGCL GBCC with respect to the Dissenting Shares owned by such Dissenting StockholderShareholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting StockholderShareholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCLGBCC. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Shareholder Merger Consideration (including Escrow Shares) shall be reduced by the Pro Rata Share of any Dissenting Stockholders Shareholders attributable to any Dissenting Shares and the Dissenting Stockholders Shareholders shall have no rights to any portion of the Shareholder Merger Consideration (or Escrow Shares) with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser Pubco and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Pubco, Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration (including Escrow Shares) shall be reduced by the Pro Rata Share portion of the Merger Consideration that would otherwise be due to any Dissenting Stockholders pursuant to Section 1.9 attributable to any Dissenting Shares Shares, and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration (or Escrow Shares) with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 92A.380 of the DGCL NRS (a “Dissenting Stockholder”) with respect to its Company Common Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Stockholder Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCLNRS. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 92A.380 of the DGCL NRS with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCLNRS. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Stockholder Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Stockholder Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Notwithstanding any provision of this Agreement to the contrary, Company Stockholder Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a Company Shareholder who has validly exercised its did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands and perfects appraisal for such shares in accordance with, and complies in all respects with, Section 14-2-1301 et seq. of the GBCC, if and to the extent such Section provides for appraisal rights for such Shares in the Merger (the “Dissenting Shares” and such holders, the “Dissenting Shareholders”) shall not be converted into or be exchangeable for the right to receive such Dissenting Shareholder’s portion of the Transaction Share Consideration pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (2.1(e)(vii), but instead such shares, “Dissenting Shares”) holder shall be entitled to receive any portion such consideration as may be determined to be due to such Dissenting Shareholder in accordance with Section 14-2-1301 et seq. of the Merger Consideration GBCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect to thereto, except the Dissenting Shares owned by such Dissenting Stockholder rights set forth in the GBCC), unless and until such Dissenting Stockholder holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL GBCC with respect to such Dissenting Shares. Notwithstanding the foregoing, if any holder of Dissenting Shares owned shall have waived, effectively withdrawn or lost such right to appraisal under Section 14-2-1301 et seq. of the GBCC or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 14-2-1301 et seq. of the GBCC, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 14-2-1301 et seq. of the GBCC shall cease and such Company Shareholder’s Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive payments with respect to such Dissenting StockholderShares, if any, the applicable portion of the Transaction Share Consideration pursuant to Section 2.1(e)(vii), without interest. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws Law that are received by the Company relating to any Dissenting Stockholder’s Company Shareholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCLappraisal. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (ia) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (iib) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativePurchaser, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Total Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser Parent and the Purchaser Parent Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser Parent and the Purchaser Parent Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Total Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Stockholder Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless and until such Dissenting Stockholder shall have effectively withdrawn or lost its appraisal rights under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder. The Company shall give the Purchaser and the Purchaser Representative (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company shall not, except with the prior written consent of the Purchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Stockholder Merger Consideration (including Escrow Shares) shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Stockholder Merger Consideration (or Escrow Shares) with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. No Company Stockholder who has validly exercised its appraisal rights pursuant to Section 262 of (a) NewCo Ordinary Shares (the DGCL (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, “Dissenting Shares”) shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder unless the holders of NewCo Ordinary Shares who have validly exercised and until such Dissenting Stockholder shall have not effectively withdrawn or lost its appraisal their rights under to dissent from the DGCL. Each Merger pursuant to section 238 of the Cayman Companies Act (the “Dissenting Stockholder Shareholders”) shall be entitled thereafter represent the right to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL Cayman Companies Act with respect to the Dissenting Shares owned by such Dissenting StockholderShareholder, and shall not be entitled to receive the Merger Consideration (which, for the avoidance of doubt, shall not be allocated to the other holders of NewCo Ordinary Shares), unless and until such Dissenting Shareholder effectively withdraws its demand for, or loses its rights to, dissent from the Merger pursuant to the Cayman Companies Act with respect to any Dissenting Shares. The Company and NewCo shall give the Purchaser and the Purchaser Representative Parent (i) prompt notice of any notices of objection, notices of election to dissent, written demands for appraisal, demands for fair value, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting StockholderShareholder’s rights of appraisal dissent under the Cayman Companies Act and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCLCayman Companies Act. The Company and NewCo shall not, except with the prior written consent of the Purchaser and the Purchaser RepresentativeParent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.