Common use of Appraisal and Dissenters’ Rights Clause in Contracts

Appraisal and Dissenters’ Rights. Each Voting Party hereby (i) waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from the Transactions that Voting Party may have by virtue of ownership of the Voting Shares and (ii) agrees not to commence or participate in any claim, derivative or otherwise, against SPAC relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the Transactions, including any claim (A) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (B) alleging a breach of any fiduciary duty of the board of directors of SPAC in connection with this Agreement, the Merger Agreement or the Transactions.

Appraisal and Dissenters’ Rights. Each Voting Party hereby (i) waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from the Transactions Merger that Voting Party may have by virtue of ownership of the Shift Voting Shares and (ii) agrees not to commence or participate in any claim, derivative or otherwise, against SPAC the Company relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the TransactionsMerger, including any claim (A1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (B2) alleging a breach of any fiduciary duty of the board Board of directors Directors of SPAC the Company in connection with this Agreement, the Merger Agreement or the TransactionsMerger.

Appraisal and Dissenters’ Rights. Each Voting Party hereby (i) waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from the Transactions SPAC Merger that Voting Party may have by virtue of ownership of the SPAC Voting Shares and (ii) agrees not to commence or participate in any claim, derivative or otherwise, against SPAC relating to the negotiation, execution or delivery of this Agreement or the Merger Reorganization Agreement or the consummation of the TransactionsMergers, including any claim (A1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (B2) alleging a breach of any fiduciary duty of the board Board of directors Directors of SPAC in connection with this Agreement, the Merger Reorganization Agreement or the TransactionsMergers.

Appraisal and Dissenters’ Rights. Each Voting Party hereby (ia) waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from the Transactions Merger that Voting Party may have by virtue of ownership of the Voting Shares and (iib) agrees not to commence or participate in any claim, derivative or otherwise, against SPAC the Company relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the TransactionsMerger, Capital Restructuring or Self-Tender Offer, including any claim (Ai) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (Bii) alleging a breach of any fiduciary duty of the board of directors of SPAC the Company in connection with this Agreement, the Merger Agreement or the TransactionsMerger.

Appraisal and Dissenters’ Rights. Each Voting Party hereby (i) waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from the Transactions that Voting Party may have by virtue of ownership of the PWP Entities Voting Shares Interests and (ii) agrees not to commence or participate in any claim, derivative or otherwise, against SPAC the Company relating to the negotiation, execution or delivery of this Agreement or the Merger Transaction Agreement or the consummation of the Transactions, including any claim (A1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (B2) alleging a breach of any fiduciary duty of the board Board of directors Directors of SPAC the Company in connection with this Agreement, the Merger Transaction Agreement or the Transactions.

Appraisal and Dissenters’ Rights. Each Voting Party hereby (i) waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from the Transactions SPAC Merger that Voting Party may have by virtue of ownership of the Voting Shares and (ii) agrees not to commence or participate in any claim, derivative or otherwise, against SPAC relating to the negotiation, execution or delivery of this Agreement or the Merger Business Combination Agreement or the consummation of the TransactionsBusiness Combination, including any claim (A1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (B2) alleging a breach of any fiduciary duty of the board Board of directors Directors of SPAC in connection with this Agreement, the Merger Business Combination Agreement or the TransactionsBusiness Combination.

Appraisal and Dissenters’ Rights. Each Voting Party hereby (i) waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from the Transactions that Voting Party may have by virtue of ownership of the Company Voting Shares Interests and (ii) agrees not to commence or participate in any claim, derivative or otherwise, against SPAC the Company relating to the negotiation, execution or delivery of this Agreement or the Merger Transaction Agreement or the consummation of the Transactions, including any claim (A1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (B2) alleging a breach of any fiduciary duty of the board Board of directors Directors of SPAC the Company in connection with this Agreement, the Merger Transaction Agreement or the Transactions.

Appraisal and Dissenters’ Rights. Each Voting Party hereby (ia) waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from the Transactions Merger that Voting Party may have by virtue of ownership of the Voting Shares and (iib) agrees not to commence or participate in any claim, derivative or otherwise, against SPAC relating to the negotiation, execution or delivery of this Agreement or the Merger Agreement or the consummation of the TransactionsMerger, including any claim (Ai) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (Bii) alleging a breach of any fiduciary duty of the board Board of directors Directors of SPAC in connection with this Agreement, the Merger Agreement or the TransactionsMerger.

Appraisal and Dissenters’ Rights. Each Voting Party hereby (i) waives, and agrees not to assert or perfect, any rights of appraisal or rights to dissent from the Transactions SPV Holdco Merger that Voting Party may have by virtue of ownership of the Voting Shares and (ii) agrees not to commence or participate in any claim, derivative or otherwise, against SPAC the Company relating to the negotiation, execution or delivery of this Agreement or the Merger Business Combination Agreement or the consummation of the TransactionsBusiness Combination, including any claim (A1) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or (B2) alleging a breach of any fiduciary duty of the board Board of directors Directors of SPAC the Company in connection with this Agreement, the Merger Business Combination Agreement or the TransactionsBusiness Combination.