Common use of Appraisal and Dissenters’ Rights Clause in Contracts

Appraisal and Dissenters’ Rights. No Company Stockholder shall, with respect to any shares of Company Common Stock held by such Company Stockholder for which such Company Stockholder or the “beneficial owner” (as defined, for purposes of this Section 1.10, in Section 262 of the DGCL) with respect to such shares of Company Common Stock has not waived or otherwise lost and has validly exercised its appraisal rights pursuant to Section 262 of the DGCL with respect to such shares of Company Common Stock (such shares, “Dissenting Shares,” and such Company Stockholder, a “Dissenting Stockholder”), shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares held by such Dissenting Stockholder or beneficial owner immediately prior to the Effective Time unless and until such Dissenting Stockholder shall have effectively withdrawn or otherwise lost its appraisal rights under the DGCL. Each Dissenting Stockholder and beneficial owner of shares of Company Common Stock who has validly exercised his or her appraisal rights under Section 262 of the DGCL with respect to such shares in connection with the Merger 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 held or “beneficially owned” by such Person. The Company shall give the Purchaser 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 or beneficial owner’s rights of appraisal. The Company shall not, except with the prior written consent of the Purchaser (in each case not to be unreasonably withheld, conditioned or delayed), 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, no Dissenting Stockholder or beneficial owner shall have any rights to any portion of the Merger Consideration with respect to any Dissenting Shares for which such Person has demanded appraisal unless and until such Dissenting Stockholder or beneficial owner shall have effectively withdrawn or otherwise lost its appraisal rights under the DGCL with respect to such Dissenting Shares whereupon such Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into the right to receive their proportionate share of the Merger Consideration.

Appraisal and Dissenters’ Rights. No Company Stockholder shall(a) Notwithstanding any provision of this Agreement to the contrary and in accordance with the Cayman Act, with respect Catcha Ordinary Shares that are outstanding immediately prior to any shares of Company Common Stock the Merger Effective Time and that are held by Catcha Shareholders who shall have validly exercised properly in writing their dissenters’ rights for such Company Stockholder for which such Company Stockholder or Catcha Ordinary Shares in accordance with Section 238 of the Cayman Act and otherwise complied with all of the provisions of the Cayman Act relevant to the exercise and perfection of dissenters’ rights (the “beneficial owner” Dissenting Catcha Shares”) and the holders of such Dissenting Catcha Shares (as defined, for purposes of this Section 1.10, in Section 262 of the DGCL) with respect to such shares of Company Common Stock has not waived or otherwise lost and has validly exercised its appraisal rights pursuant to Section 262 of the DGCL with respect to such shares of Company Common Stock (such shares, “Dissenting Shares,” Catcha Shareholders”) shall not be converted into, and such Company StockholderDissenting Catcha Shareholders shall have no right to receive, a “Dissenting Stockholder”), shall be entitled to receive any the applicable portion of the Merger Consideration with respect to the Dissenting Shares held by such Dissenting Stockholder or beneficial owner immediately prior to the Effective Time unless and until such Dissenting Stockholder shall have effectively withdrawn Catcha Shareholder fails to perfect or withdraws or otherwise lost loses his, her or its appraisal dissenters’ rights under the DGCLCayman Act. Each Dissenting Stockholder Catcha Share shall no longer be outstanding and beneficial owner of shares of Company Common Stock who has validly exercised his or her appraisal rights under Section 262 shall automatically be cancelled by virtue of the DGCL Merger and each former holder of Dissenting Catcha Shares shall thereafter cease to have any rights with respect to such shares in connection with securities, except the right to be paid the fair value of such Dissenting Catcha Shares and such other rights as are granted by the Cayman Act. Notwithstanding the foregoing, the Catcha Ordinary Shares owned by any Catcha Shareholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights pursuant to the Cayman Act shall cease to be Dissenting Catcha Shares and shall thereupon be deemed to have been converted into, and to have become exchanged for, as of the Merger shall be entitled Effective Time, the right to receive only the payment resulting from the procedure set forth in Section 262 applicable portion of the DGCL with respect Merger Consideration, without any interest thereon. Prior to the Dissenting Shares held or “beneficially owned” by such Person. The Company Closing, Catcha shall give the Purchaser Company prompt notice of any written demands for appraisal, attempted dissenters’ rights received by Xxxxxx and any withdrawals of such demands, demands and any other instruments served pursuant Catcha shall have complete control over all negotiations and proceedings with respect to applicable Laws that are received by such dissenters’ rights (including the Company relating ability to any Dissenting Stockholder’s or beneficial owner’s rights of appraisal. The Company shall not, except with the prior written consent of the Purchaser (in each case not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger or any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything dissenter rights or demands).If any Catcha Shareholder gives to Catcha, before the vote on the Merger, written objection to the contrary contained Merger in this Agreementaccordance with Section 238(2) of the Cayman Act, for all purposes Catcha shall, in accordance with Section 238(4) of this Agreementthe Cayman Act, no Dissenting Stockholder or beneficial owner shall have any rights to any portion promptly give written notice of the authorization of the Merger Consideration with respect to any Dissenting Shares for which each such Person Catcha Shareholder who has demanded appraisal unless and until such Dissenting Stockholder or beneficial owner shall have effectively withdrawn or otherwise lost its appraisal rights under the DGCL with respect to such Dissenting Shares whereupon such Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into the right to receive their proportionate share of the Merger Considerationmade a written objection.

Appraisal and Dissenters’ Rights. No Company Stockholder shallNotwithstanding anything in this Agreement to the contrary, with respect to any shares (the “Appraisal Shares”) of Company Common Stock held by such Company Stockholder for which such Company Stockholder or the “beneficial owner” (as defined, for purposes of this Section 1.10, in Section 262 of the DGCL) with respect to such shares of Company Common Preferred Stock has not waived or otherwise lost and has validly exercised its appraisal rights pursuant to Section 262 of the DGCL with respect to such shares of Company Common Stock (such shares, “Dissenting Shares,” and such Company Stockholder, a “Dissenting Stockholder”), shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares held by such Dissenting Stockholder or beneficial owner outstanding immediately prior to the Effective Time unless and until held by a Stockholder who is entitled to (i) demand and properly demands appraisal of such Dissenting Stockholder shall have effectively withdrawn or otherwise lost its appraisal rights under the DGCL. Each Dissenting Stockholder Appraisal shares pursuant to, and beneficial owner of shares of Company Common Stock who has validly exercised his or her appraisal rights under complies with, Section 262 of the DGCL (“Section 262”) or (ii) dissenters rights and properly exercises dissenters rights with respect to such shares in connection Appraisal Shares pursuant to, and complies with, Chapter 13 of the CGCL (together with Section 262, the “Appraisal Provisions”), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.2(a), but instead such Stockholder shall be entitled to such Stockholder’s rights in respect of such Appraisal Shares in accordance with the applicable Appraisal Provisions. At the Effective Time, all Appraisal Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except such rights as are granted by the applicable Appraisal Provisions. Notwithstanding the foregoing, if any such Stockholder shall fail to perfect or otherwise shall waive, withdraw or lose such Stockholder’s rights under the applicable Appraisal Provisions, or a court of competent jurisdiction shall determine that such Stockholder is not entitled to the relief provided by the applicable Appraisal Provisions, then the right of such Stockholder under the Appraisal Provisions shall cease and such Appraisal Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive only the payment resulting from the procedure set forth Merger Consideration as provided in Section 262 of the DGCL with respect to the Dissenting Shares held or “beneficially owned” by such Person2.2(a). The Company shall give the Purchaser serve prompt notice to Parent of any written demands for appraisal, attempted withdrawals appraisal of any shares of Common Stock or Preferred Stock and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, and any other instruments served pursuant to applicable Laws that are received by the Company relating to any Dissenting Stockholder’s or beneficial owner’s rights of appraisal. The Company shall not, except with without the prior written consent of the Purchaser Parent (in each case which consent shall not to be unreasonably withheld, conditioned or delayed)) or except as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands. Notwithstanding anything , or agree to the contrary contained in this Agreement, for all purposes of this Agreement, no Dissenting Stockholder or beneficial owner shall have do any rights to any portion of the Merger Consideration with respect to any Dissenting Shares for which such Person has demanded appraisal unless and until such Dissenting Stockholder or beneficial owner shall have effectively withdrawn or otherwise lost its appraisal rights under the DGCL with respect to such Dissenting Shares whereupon such Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into the right to receive their proportionate share of the Merger Considerationforegoing.

Appraisal and Dissenters’ Rights. No Company Stockholder shall(a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, with respect to any shares of Company Common Stock that are outstanding immediately prior to the Merger Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights for such Company Stockholder for which such Company Stockholder or the “beneficial owner” (as defined, for purposes of this Section 1.10, Common Stock in accordance with Section 262 of the DGCL) , and otherwise complied with respect all of the provisions of the DGCL relevant to the exercise and perfection of appraisal rights, shall not be converted into, and such stockholders shall have no right to receive, the applicable Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any Company Stockholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock has not waived or otherwise lost and has validly exercised its appraisal rights pursuant to under Section 262 of the DGCL with respect DGCL, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Merger Effective Time, the right to receive the applicable Per Share Merger Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in Section 4.2(b), of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock (such shares, “Dissenting Shares,” and such Company Stockholder, a “Dissenting Stockholder”), shall be entitled to receive any portion of the Merger Consideration with respect Stock. Prior to the Dissenting Shares held by such Dissenting Stockholder or beneficial owner immediately prior to Closing, the Effective Time unless and until such Dissenting Stockholder shall have effectively withdrawn or otherwise lost its appraisal rights under the DGCL. Each Dissenting Stockholder and beneficial owner of shares of Company Common Stock who has validly exercised his or her appraisal rights under Section 262 of the DGCL with respect to such shares in connection with the Merger 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 held or “beneficially owned” by such Person. The Company shall give the Purchaser LACQ (i) prompt notice (and in any event within one Business Day) of any written demands for appraisalappraisal received by the Company, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Laws that are the DGCL and received by the Company relating to any rights to be paid the fair value of Dissenting Stockholder’s or beneficial owner’s rights of appraisalShares, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands. The Company shall consult with LACQ prior to making any payment with respect to demands for appraisal or offering to settle or settling any such demands. Prior to the Merger Effective Time, the Company shall not, except with the prior written consent of the Purchaser (in each case not to be unreasonably withheldLACQ, conditioned or delayed), voluntarily make any payment with respect to any demands for appraisalto, or settle or compromise or offer to settle or settle compromise, any such demands or approve waive any withdrawal of any such demands. Notwithstanding anything failure to timely deliver a written demand for appraisal or otherwise comply with the contrary contained in this Agreement, for all purposes of this Agreement, no Dissenting Stockholder or beneficial owner shall have any rights to any portion provisions under Section 262 of the Merger Consideration with respect DGCL, or agree or commit to do any Dissenting Shares for which such Person has demanded appraisal unless and until such Dissenting Stockholder or beneficial owner shall have effectively withdrawn or otherwise lost its appraisal rights under the DGCL with respect to such Dissenting Shares whereupon such Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into the right to receive their proportionate share of the Merger Considerationforegoing.

Appraisal and Dissenters’ Rights. No Company Stockholder shallNotwithstanding anything in this Agreement to the contrary, with respect to any all shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by such Company Stockholder for which such Company Stockholder a shareholder that has perfected her, his or the “beneficial owner” (as defined, for purposes of this Section 1.10, in Section 262 of the DGCL) with respect its right to such shares of Company Common Stock has not waived or otherwise lost and has validly exercised its appraisal rights dissent pursuant to Section 262 of the DGCL, including making a demand of the Company to purchase her, his or its shares pursuant to the DGCL with respect and submitting her, his or its shares for endorsement pursuant to the DGCL, and has not effectively withdrawn or lost such shares right as of Company Common Stock the Effective Time (such shares, the “Dissenting Shares,” ”, and the holder of such Company StockholderDissenting Shares, a “Dissenting Stockholder”)) shall not be converted into or represent a right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only to receive any portion of the Merger Consideration with respect to the Dissenting Shares held such rights as are granted by such Dissenting Stockholder or beneficial owner immediately prior to the Effective Time unless and until such Dissenting Stockholder shall have effectively withdrawn or otherwise lost its appraisal rights under the DGCL. Each Dissenting Stockholder and beneficial owner of shares of Company Common Stock who has validly exercised his or her appraisal rights under Section 262 of the DGCL with respect to such shares in connection with the Merger 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 held or “beneficially owned” by such Person. The Company shall give the Purchaser prompt notice upon receipt by the Company of any such written demands for payment of the fair value of such shares of Company Stock and of withdrawals of such demands and any other instruments provided pursuant to the DGCL. If any holder of Dissenting Shares shall have effectively withdrawn or lost the right to dissent (through failure to perfect or otherwise), the Dissenting Shares held by such holder shall be converted on a share-by-share basis into the right to receive the Merger Consideration in accordance with the applicable provisions of this Agreement, without any interest thereon. Any payments made in respect of Dissenting Shares shall be made by or at the direction of the Purchaser within the time period set forth in the DGCL. The Company shall give the Purchaser (i) prompt notice of any written demands for appraisalnotices of intent to demand payment under the DGCL or other written notices relating to the exercise of dissenters’ rights in respect of any shares of Company Stock, attempted withdrawals of such demands, notices and any other instruments served pursuant to applicable Laws that are the DGCL and received by the Company relating to any Dissenting Stockholder’s or beneficial owner’s shareholders’ dissenters’ rights of appraisaland (ii) the opportunity to direct all negotiations and proceedings and otherwise participate in negotiations and proceedings with respect to demands for fair value under the DGCL. The Company shall not, except with the prior written consent of the Purchaser (in each case not to be unreasonably withheld, conditioned or delayed)Purchaser, voluntarily make any payment with respect to, or settle, or offer or agree to any demands for appraisalsettle, offer to settle or settle any such demands demand for payment or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, no the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholder or beneficial owner Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have any no rights to any portion of the Merger Consideration with respect to any Dissenting Shares for which such Person has demanded appraisal unless and until such Dissenting Stockholder or beneficial owner shall have effectively withdrawn or otherwise lost its appraisal rights under the DGCL with respect to such Dissenting Shares whereupon such Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into the right to receive their proportionate share of the Merger ConsiderationShares.

Appraisal and Dissenters’ Rights. No Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, Company Stockholder shall, with respect Shares that are issued and outstanding immediately prior to any shares of Company Common Stock the Effective Time and which are held by a Company Shareholder who did not vote in favor of the Company Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Company Stockholder for which such Company Stockholder or shares (the “beneficial owner” (as definedDissenting Shares”) pursuant to, for purposes and who complies in all respects with, the provisions of this Section 1.10, in Section 262 of the DGCLDGCL (the “Dissenting Shareholders”) with respect 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(f)(vii), but instead such holder shall be entitled to receive such consideration as may be determined to be due to such shares of Company Common Stock has not waived or otherwise lost and has validly exercised its appraisal rights Dissenting Shareholder pursuant to Section 262 of the DGCL (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 such shares of Company Common Stock (such sharesthereto, “Dissenting Shares,” and such Company Stockholder, a “Dissenting Stockholder”), shall be entitled to receive any portion of except the Merger Consideration with respect to the Dissenting Shares held by such Dissenting Stockholder or beneficial owner immediately prior to the Effective Time unless and until such Dissenting Stockholder shall have effectively withdrawn or otherwise lost its appraisal rights under the DGCL. Each Dissenting Stockholder and beneficial owner of shares of Company Common Stock who has validly exercised his or her appraisal rights under Section 262 of the DGCL with respect to such shares in connection with the Merger shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL with respect DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, each of such holder’s Company Shares held or “beneficially owned” by such Personshall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the applicable portion of the Transaction Share Consideration pursuant to Section 2.1(f)(vii), without interest. The Company shall give the Purchaser Pubco 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 or beneficial owner’s Company Shareholders’ rights of appraisal. The Company shall not, except with the prior written consent of the Purchaser (in each case not to be unreasonably withheld, conditioned or delayed)Pubco, 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, no Dissenting Stockholder or beneficial owner shall have any rights to any portion of the Merger Consideration with respect to any Dissenting Shares for which such Person has demanded appraisal unless and until such Dissenting Stockholder or beneficial owner shall have effectively withdrawn or otherwise lost its appraisal rights under the DGCL with respect to such Dissenting Shares whereupon such Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into the right to receive their proportionate share of the Merger Consideration.

Appraisal and Dissenters’ Rights. No Company Stockholder shallNotwithstanding anything herein to the contrary, with respect to any shares of Company Common Capital Stock held by such Company Stockholder a holder who has made a demand for which such Company Stockholder or the “beneficial owner” (as defined, for purposes appraisal of this Section 1.10, in Section 262 of the DGCL) with respect to such shares of Company Common Stock has not waived or otherwise lost and has validly exercised its appraisal rights pursuant to in accordance with Section 262 of the DGCL with respect to (any such shares of Company Common Stock (such shares, being referred to as “Dissenting Shares,” and such Company Stockholder, a “Dissenting Stockholder”), shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares held by such Dissenting Stockholder or beneficial owner immediately prior to the Effective Time unless and until such Dissenting Stockholder shall have effectively withdrawn time as such holder fails to perfect or otherwise lost its appraisal rights under the DGCL. Each Dissenting Stockholder and beneficial owner of shares of Company Common Stock who has validly exercised his or her loses such holder’s appraisal rights under Section 262 of the DGCL with respect to such shares in connection with shares), will not be converted into or represent the Merger shall be entitled right to receive only consideration in accordance with this Section 2.9 or otherwise hereunder, but will be converted into the payment resulting from right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the procedure DGCL (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 thereto, except the rights set forth in Section 262 of the DGCL); provided, however, that if a holder of Dissenting Shares (a “Dissenting Shareholder”) withdraws, has failed to perfect or otherwise 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 withdraws such demand or otherwise becomes ineligible for such payment and appraisal, such holder’s Dissenting Shares will cease to be Dissenting Shares (and the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 262 of the DGCL shall cease) and will be converted into the right to receive the consideration determined in accordance with respect and subject to the Dissenting Shares held or “beneficially owned” by provisions of this Section 2.9 upon surrender of such Personshares in accordance with Section 2.12. The Company shall give the Purchaser Parent (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 demand received by the Company relating prior to the Effective Time for appraisal rights pursuant to Section 262 of the DGCL and any withdrawal of any such demand and (ii) the opportunity to participate in all negotiations and proceedings with respect to any Dissenting Stockholder’s such demand, notice or beneficial owner’s rights of appraisalinstrument to the extent permitted by applicable Legal Requirements. The Company shall not, except with the prior written consent of the Purchaser Parent (in each case not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to any such demands for appraisal, or 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, no Dissenting Stockholder or beneficial owner shall have any rights to any portion of the Merger Consideration with respect to any Dissenting Shares for which such Person has demanded appraisal unless and until such Dissenting Stockholder or beneficial owner shall have effectively withdrawn or otherwise lost its appraisal rights under the DGCL with respect to such Dissenting Shares whereupon such Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into the right to receive their proportionate share of the Merger Consideration.

Appraisal and Dissenters’ Rights. No Company Stockholder shall(a) Notwithstanding any other provision of this Agreement to the contrary, with respect to any shares of Company Common Capital Stock held by such Company Stockholder a holder who has made a demand for which such Company Stockholder or the “beneficial owner” (as defined, for purposes appraisal of this Section 1.10, in Section 262 of the DGCL) with respect to such shares of Company Common Stock has not waived or otherwise lost and has validly exercised its appraisal rights pursuant to in accordance with Section 262 of the DGCL with respect to such and shares of Company Common Capital Stock that, as of the Effective Time, constitute “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (the “CCC”) (any such shares, shares being referred to as “Dissenting Shares,” and such Company Stockholder, a “Dissenting Stockholder”), shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares held by such Dissenting Stockholder or beneficial owner immediately prior to the Effective Time unless and until such Dissenting Stockholder shall have effectively withdrawn time as such holder fails to perfect or otherwise lost its appraisal rights under the DGCL. Each Dissenting Stockholder and beneficial owner of shares of Company Common Stock who has validly exercised his or her loses such holder’s appraisal rights under Section 262 of the DGCL or Chapter 13 of the CCC with respect to such shares in connection with shares), will not be converted into or represent the Merger shall be entitled right to receive only cash in accordance with Section 1.5 (Conversion of Shares), but will be converted into the payment resulting from right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the procedure DGCL or the CCC (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 thereto, except the rights set forth in Section 262 of the DGCL with respect to or Chapter 13 of the CCC); provided, however, that if a holder of Dissenting Shares held or (a “beneficially owned” by such Person. The Company shall give the Purchaser 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 or beneficial owner’s rights of appraisal. The Company shall not”) withdraws, except with the prior written consent of the Purchaser (in each case not has failed to be unreasonably withheld, conditioned or delayed), 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, no Dissenting Stockholder or beneficial owner shall have any rights to any portion of the Merger Consideration with respect to any Dissenting Shares for which such Person has demanded appraisal unless and until such Dissenting Stockholder or beneficial owner shall have effectively withdrawn perfect or otherwise lost its loses such holder’s demand for such payment and appraisal rights under the DGCL with respect to or becomes ineligible for such Dissenting Shares whereupon such Dissenting Shares shall be deemed to have been convertedpayment and appraisal then, as of the later of the Effective TimeTime or the date on which such Dissenting Stockholder withdraws such demand or otherwise becomes ineligible for such payment and appraisal, such holder’s Dissenting Shares will cease to be Dissenting Shares (and the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 262 of the DGCL or Chapter 13 of the CCC will cease) and will be converted into the right to receive their proportionate share a cash payment determined in accordance with and subject to the provisions of Section 1.5 (Conversion of Shares) upon surrender of the Merger Considerationcertificate representing such shares in accordance with the terms of Section 1.11 (Exchange/Payment).