Common use of Appraisal Rights Clause in Contracts

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b), but instead such holder shall be entitled to payment of the “fair value” of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b), without any interest thereon. The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, and Parent shall have the right to participate in negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, any shares (the “Appraisal Shares”) of Company Common Stock ("Dissenting Shares") which are issued and outstanding immediately prior to the Effective Time that and which are held by any holder stockholders of the Company who is entitled have filed with the Company, before the taking of the vote of the stockholders of the Company to approve this Agreement, written objections to such approval stating their intention to demand payment for such shares of Common Stock, and properly demands who have not voted such shares of Common Stock in favor of the adoption of this Agreement, will not be converted as described in Section 2.1 hereof, but will thereafter constitute only the right to receive payment of the fair value of such shares of Common Stock in accordance with the applicable provisions of Chapter 156B of the MBCL (the "Appraisal Rights Provisions"); provided, however, that all shares of Common Stock held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares pursuant toof Common Stock under the Appraisal Rights Provisions shall thereupon be deemed to have been canceled and retired and to have been converted, and who complies in all respects with, the provisions of Section 262 as of the DGCL (“Section 262”) shall not be converted Effective Time, into the right to receive the Merger Consideration Consideration, without interest, in the manner provided in Section 2.1. Persons who have perfected statutory rights with respect to Dissenting Shares as aforesaid will not be paid by the Surviving Corporation as provided in Section 2.01(b)this Agreement and will have only such rights as are provided by the Appraisal Rights Provisions with respect to such Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, but instead such holder shall be entitled to payment of if Parent, MergerCo or the “fair value” of such shares in accordance with Company abandon or are finally enjoined or prevented from carrying out, or the provisions of Section 262. At the Effective Timestockholders rescind their adoption of, this Agreement, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and right of each holder of Appraisal Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Dissenting Shares in accordance with the provisions Appraisal Rights Provisions will terminate, effective as of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right time of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time intoabandonment, and shall have becomeinjunction, the right to receive the Merger Consideration as provided in Section 2.01(b), without any interest thereonprevention or rescission. The Company shall give MergerCo prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, Company for the exercise of appraisal rights with respect to shares of Common Stock and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent (such consent which shall not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Class B Common Stock issued and outstanding immediately prior to the Initial Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Appraisal Shares”) shall not be converted into the right to receive the Class B Merger Consideration as provided in payable pursuant to Section 2.01(b3.1(b)(ii), but instead such holder at the Initial Company Merger Effective Time shall be entitled become the right to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At 262 of the DGCL, and at the Initial Company Merger Effective Time, the Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends as otherwise set forth in accordance with this Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 2623.6. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then (a) such shares of Company Class B Common Stock shall thereupon cease to constitute Appraisal Shares and (b) the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each such Appraisal Shares Share shall cease to be Appraisal Shares and thereafter be deemed to have been converted at the Effective Time into, into and shall to have become, as of the Initial Company Merger Effective Time, the right to receive the Merger Consideration as provided in Section 2.01(b)receive, without any interest thereon, the Class B Merger Consideration. The Company shall give deliver prompt written notice to Parent of any demands for appraisal of any shares of Company Class B Common Stock, withdrawals of such demands Stock and any other instruments served pursuant to the DGCL received by Company shall provide Parent with the Company, and Parent shall have the right opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Initial Company Merger Effective Time, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Any amount payable to any holder of Appraisal Shares exercising appraisal rights shall be paid in accordance with the DGCL by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “"Appraisal Shares”") of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), but instead such holder shall be entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” value of such holder’s 's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), without any interest thereon. The Company shall give serve prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, 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, the The Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “"Appraisal Shares”") of Company Common Stock that are issued and outstanding immediately prior to the Effective Time that and are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”) "), if Section 262 provides for appraisal rights for such shares, shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b2.08(c), but instead such holder shall be entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At the Effective Time, the all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” value of such holder’s 's Appraisal Shares under Section 262 shall cease cease, and each such Appraisal Shares Share shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, in each case at the Effective Time, the right to receive the Merger Consideration only (without any interest being payable thereon) as provided in Section 2.01(b2.08(c), without any interest thereon. The Company shall give serve prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, and Parent shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of the Company Common Stock issued and that are outstanding immediately prior to the Effective Time and that are held by any holder Person who is entitled to demand and properly demands appraisal of such shares Appraisal Shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b3.08(c), but instead such holder shall be entitled to payment of the “fair value” of such shares in accordance with the provisions of Section 262. At instead, at the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of any such Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive payment of the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, ; provided that if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 with respect to such Appraisal Shares or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid receive the “fair value” value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at as of the Effective Time into, and shall to have becomebecome exchangeable solely for, the right to receive the Merger Consideration as provided in Section 2.01(b3.08(c), without less any interest thereonapplicable tax withholding. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any shares of the Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, and Parent shall have the right to participate in in, and direct all negotiations and proceedings Proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Prior to the Offer Closing Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time that and which are held by any holder a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Dissenting Stockholders”) ), shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 2.01(b(the “Dissenting Shares”), but instead such holder shall be entitled to payment receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the “fair value” of such shares in accordance with the provisions of Section 262. At DGCL (and at the Effective Time, the Appraisal such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each such holder of Appraisal Shares shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive receive, as of the Pre-Effective Time, the Merger Special DividendConsideration for each such share of Company Common Stock, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b)2.1, without any interest thereon. The Company shall give Parent (i) prompt written notice to Parent and a copy of any written demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the CompanyCompany relating to stockholders’ rights of appraisal, and Parent shall have (ii) the right opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior The Company shall not make any payment or settlement offer prior to the Effective TimeTime with respect to any such demand, the Company notice or instrument unless Parent shall not, without the prior have given its written consent of Parent (to such consent not to be unreasonably withheld, conditioned payment or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoingsettlement.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock Class B Shares that are issued and outstanding immediately prior to the Effective Time that and which are held by any holder a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Dissenting Stockholders”) ), shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 2.01(b(the “Dissenting Shares”), but instead such holder shall be entitled to payment by the Company of the “fair value” value of such shares in accordance with the provisions of Section 262. At 262 of the DGCL (and at the Effective Time, the Appraisal such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each such holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Dissenting Shares in accordance with the provisions of Section 262. Notwithstanding 262 of the foregoingDGCL), if any unless and until such holder fails shall have failed to perfect or otherwise waivesshall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, withdraws or loses such holder’s Class B Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to appraisal under Section 262 or a court receive, as of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time intoTime, and shall have become, the right to receive the Merger Consideration as provided for each such Class B Share, in accordance with Section 2.01(b1.6(b), without any interest thereon. The Company shall give Parent (i) prompt written notice to Parent of any written demands for appraisal of any shares of Company Common StockClass B Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL and received by the CompanyCompany relating to stockholders’ rights of appraisal, and Parent shall have (ii) the right opportunity to participate in all negotiations and proceedings with respect to such demands. Prior to demands for appraisal under the Effective Time, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoingDGCL.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock any Units which are issued and outstanding immediately prior to the Effective Time that and which are held by any holder the limited partners of FWOP who is entitled have filed with FWOP no later than twenty (20) Business Days from the date that the Consent Solicitation Materials (as defined herein) are sent to demand such holder, written objections to the Plan of Liquidation, and properly demands who have not voted such Units in favor of the Plan of Liquidation and the Transactions ("Dissenting Units"), will not be converted at the Effective Time as described in Section 3.1 hereof, but, will thereafter constitute only the right to receive payment of the fair value of such Units in accordance with the applicable provisions of Maryland law (the "Appraisal Rights Provisions"); provided, however, that all Units held by limited partners who shall have failed to perfect (in accordance with Section 3-203 of the MGCL) or who effectively shall have withdrawn or lost their rights to appraisal of such shares pursuant toUnits under the Appraisal Rights Provisions shall thereupon be deemed to have been converted, and who complies in all respects with, the provisions of Section 262 as of the DGCL (“Section 262”) shall not be converted Effective Time, into the right to receive the Merger Common Unit Cash Consideration or the Series B Preferred Unit Cash Consideration, as applicable, without interest thereon, in the manner provided in Section 3.1. Persons who have perfected statutory rights with respect to Dissenting Units as aforesaid will not receive the Common Unit Cash Consideration or the Series B Preferred Unit Cash Consideration, as applicable, as provided in Section 2.01(b), but instead this Agreement and will have only such holder shall be entitled to payment of the “fair value” of such shares in accordance with the provisions of Section 262. At the Effective Time, rights as are provided by the Appraisal Shares Rights Provisions with respect to such Dissenting Units. FWOP shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder give MergerLP prompt notice of Appraisal Shares shall cease to have any demands received by FWOP for the exercise of appraisal rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) Units and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b), without any interest thereon. The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, and Parent MergerCo shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company FWOP shall not, without except with the prior written consent of Parent (such consent not to be unreasonably withheldMergerCo or as required by law, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, any holder of shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant towho, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (the “Section 262Appraisal Rights Provisions”) shall (i) does not consent in the Stockholder Approval to adopt and approve this Agreement and the Merger, (ii) does not submit a letter of transmittal to the Exchange Agent and (iii) demands properly in writing appraisal for such shares, and does not withdraw, lose or fail to perfect their rights to appraisal (collectively, the “Dissenting Shares”), will not be converted as described in Section 2.1, but at the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, shall be cancelled and shall cease to exist and shall represent the right to receive only those rights provided under the Appraisal Rights Provisions; provided, however, that all shares of Company Stock held by a holder of Company Stock who, following the Effective Time, shall fail to perfect or who effectively shall waive, withdraw or lose their rights to appraisal of such Dissenting Shares under the Appraisal Rights Provisions shall thereupon be deemed to cease to be Dissenting Shares and shall be deemed to have been cancelled and retired and to have been converted, as of the Effective Time, into the right to receive the Merger Consideration consideration, if any, payable on such share of Company Stock pursuant to this Agreement, without interest, in the manner provided in Section 2.1. Persons who have perfected statutory rights with respect to Dissenting Shares as aforesaid will not be paid by the Exchange Agent as provided in Section 2.01(b), but instead this Agreement and will have only such holder shall be entitled to payment of the “fair value” of such shares in accordance with the provisions of Section 262. At the Effective Time, rights as are provided by the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b), without any interest thereon. The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, and Parent shall have the right to participate in negotiations and proceedings Rights Provisions with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoingDissenting Shares.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in payable pursuant to Section 2.01(b), 3.1 but instead such holder at the Effective Time shall be become entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At 262 of the DGCL, and at the Effective Time, the Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares in accordance with the provisions of Section 262262 of the DGCL. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction determines shall determine that such holder is not entitled to an appraisal of such holder’s shares under Section 262 of the relief provided by Section 262DGCL, then (i) such shares of Company Common Stock shall thereupon cease to constitute Appraisal Shares and (ii) the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and if such forfeiture shall occur following the Effective Time, each such Appraisal Shares Share shall cease to be Appraisal Shares and thereafter be deemed to have been converted at into and to have become, as of the Effective Time into, and shall have becomeTime, the right to receive receive, without interest thereon, the Merger Consideration as provided (including any dividends or other distributions with respect to Parent Common Stock pursuant to Section 3.4(g) and any cash payable in lieu of fractional shares of Parent Common Stock pursuant to Section 2.01(b3.4(h), without any interest thereon) upon the terms and conditions set forth in this Article III. The Company shall give deliver prompt written notice (including all accompanying relevant documents and instruments) to Parent of any demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the CompanyCompany relating to rights to be paid the “fair value” of Appraisal Shares, as provided in Section 262 of the DGCL, and the Company shall provide Parent shall have with the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior The Company shall not settle, make any payments with respect to, or offer to settle, any claim with respect to the Effective Time, the Company shall not, Appraisal Shares without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoingParent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Firefly Common Stock issued and outstanding immediately prior to the Company Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in payable pursuant to Section 2.01(b3.1(b)(i), but instead such holder at the Company Merger Effective Time shall be entitled become the right to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At 262 of the DGCL, and at the Company Merger Effective Time, the Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then (i) such shares of Firefly Common Stock shall thereupon cease to constitute Appraisal Shares and (ii) the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and if such forfeiture shall occur following the Company Merger Effective Time, each such Appraisal Shares Share shall cease to be Appraisal Shares and thereafter be deemed to have been converted at the Effective Time into, into and shall to have become, as of the Company Merger Effective Time, the right to receive receive, without interest thereon, the Merger Consideration as provided in Section 2.01(b), without any interest thereonConsideration. The Company Firefly shall give deliver prompt written notice to Parent Ohm of any demands for appraisal of any shares of Company Firefly Common Stock, withdrawals of such demands Stock and any other instruments served pursuant to Firefly shall provide Ohm with the DGCL received by the Company, and Parent shall have the right opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Company Merger Effective Time, the Company Firefly shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldOhm, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are and held by any a holder who is entitled to demand has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly demands exercised appraisal rights of such shares pursuant tounder Section 607.1302 et seq. of the FBCA (the “Appraisal Rights”, and who complies in all respects with, such shares referred to collectively as the provisions of Section 262 of the DGCL (“Section 262”Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s Appraisal Rights) shall not be converted into the right to receive the Merger Common Stock Consideration or Fractional Share Consideration, as provided in Section 2.01(b), but instead such holder applicable. Such holders shall be entitled to payment of the “fair value” of receive such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer consideration as is determined to be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights due with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Dissenting Shares in accordance with the provisions of Section 262. Notwithstanding the foregoingFBCA; provided, however, that if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262Appraisal Rights, then the right of such holder to be paid such consideration as is determined to be due pursuant to Section 607.1302 et seq. of the “fair value” of such holder’s Appraisal Shares under Section 262 FBCA shall cease and such Appraisal Dissenting Shares shall cease to be Appraisal Shares and be deemed to have been converted at as of the Effective Time into, and shall to have become, become exchangeable solely for the right to receive receive, the Merger applicable Common Stock Consideration as provided in Section 2.01(b)or Fractional Share Consideration, without any interest thereoninterest. The Company shall give provide Parent (a) prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals any withdrawal of any such demands demand and any other instruments served demand, notice, instrument delivered to the Company prior to the Effective Time pursuant to the DGCL received by the CompanyFBCA that relate to such demand, and (b) Parent shall have the opportunity and right to participate in direct all negotiations and proceedings with respect to such demandsdemands and the exercise of Appraisal Rights under applicable Law. Prior to the Effective Time, the Company shall not, without Except with the prior written consent of Parent Parent, or to the extent required by applicable Law, the Company shall not take any action with respect to such demands (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make including making any payment with respect to, or offering to settle or offer to settlesettling or approving any withdrawal of, any such demands, or agree to do or commit to do any of the foregoing).

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any as to which the holder who is entitled to demand and properly demands appraisal of such shares pursuant toshall have (i) not voted in favor of the Merger nor consented thereto in writing, and who complies in all respects with, (ii) properly complied with the provisions of Section 262 of the DGCL (“Section 262”) as to appraisal rights and (iii) not effectively withdrawn or lost such holder’s rights to appraisal (each, an “Appraisal Share”), if any, shall not be converted into the right to receive the Merger Consideration as provided in payable pursuant to Section 2.01(b)2.7, but instead such holder at the Effective Time shall be entitled become the right to payment payment, solely from the Surviving Corporation, of the “fair value” value of such shares in accordance with the provisions of Section 262. At the Effective Time, the all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder (A) fails to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 262, (B) fails to establish his entitlement to appraisal rights as provided in the DGCL, or (C) fails to take any action the consequence of which is that such holder is not entitled to payment for his shares under the DGCL or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 shall be forfeited and cease and if such forfeiture shall occur following the Election Deadline, each of such holder’s Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive receive, without interest thereon, the Merger Consideration Consideration, as provided in Non-Election Shares, pursuant to Section 2.01(b), without any interest thereon2.7. The Company shall give deliver prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands Stock and any other instruments served pursuant to provide Parent with the DGCL received by the Company, and Parent shall have the right opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), but instead such holder shall be entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate or evidence of shares in book-entry form that immediately prior to the Effective Time represented Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), without any interest thereon. The Company shall give serve prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of any such demands and any other related instruments served pursuant to the DGCL received by the Company, 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, the The Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time that and which are held by any holder a stockholder who is entitled to demand and properly demands appraisal of such shares share of Company Common Stock pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 2.01(b(the “Dissenting Shares”), but instead such holder shall be entitled to payment of receive the “fair value” value of such shares in accordance with of Company Common Stock as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the provisions of Section 262. At DGCL (and at the Effective Time, the Appraisal such Dissenting Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each such holder of Appraisal Shares shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive receive, as of the Pre-Effective Time, the Merger Special DividendConsideration for each such share of Company Common Stock, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b)2.1, without any interest thereon. The Company shall give Parent (i) prompt written notice to Parent of any written demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company, Company relating to stockholders’ rights of appraisal and Parent shall have (ii) the right opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal. Prior Without limiting the generality of the foregoing, prior to the Effective Time, Time the Company shall not, without except with the prior written consent of Parent (such consent not Parent, make any payment or agree to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in any provision of this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock which are issued and outstanding immediately prior to the Effective Time that and which are held by any a holder who is entitled to demand and properly demands appraisal of has not voted such shares pursuant to, in favor of the Merger and who complies has or may properly demand appraisal rights in all respects with, the provisions of manner provided by Section 262 of the DGCL (“Section 262Dissenting Shares”) shall not be converted into a right to receive a portion of the Merger Consideration unless and until the holder of such shares becomes ineligible for such appraisal rights. The holders thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Parent in accordance with the DGCL; provided, however, that (a) if any such holder of Dissenting Shares shall have failed to establish entitlement to appraisal rights as provided in Section 262 of the DGCL, (b) if any such holder of Dissenting Shares shall have effectively withdrawn demand for appraisal of such shares or lost the right to appraisal and payment for shares under Section 262 of the DGCL or (c) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the DGCL, such holder shall forfeit the right to appraisal of such shares and each such share shall be treated as if it had been, as of the Effective Time, converted into a right to receive the applicable portion of the Merger Consideration Consideration, without interest thereon, as provided in Section 2.01(b), but instead such holder shall be entitled to payment 2.1(b) of the “fair value” of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b), without any interest thereonthis Agreement. The Company shall give Parent prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, and Parent shall have the right to participate in direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree demands with respect to do or commit to do any holder of Dissenting Shares before the foregoingEffective Time.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) Shares of Company Common Stock issued that have not been voted for adoption of this Agreement and outstanding immediately prior with respect to the Effective Time that are held by any holder who is entitled to demand and which appraisal has been properly demands appraisal of such shares pursuant to, and who complies demanded in all respects with, the provisions of accordance with Section 262 of the DGCL (“Section 262Dissenting Shares”) shall will not be converted into the right to receive the Company Merger Consideration as provided in Section 2.01(b), but instead such at or after the Effective Time unless and until the holder shall be entitled to payment of the “fair value” of such shares (a “Dissenting Stockholder”) withdraws such demand for such appraisal (in accordance with Section 262(k) of the provisions DGCL) or becomes ineligible for such appraisal. If a holder of Dissenting Shares withdraws such demand for appraisal (in accordance with Section 262. At 262(k) of the DGCL) or becomes ineligible for such appraisal, then, as of the Effective TimeTime or the occurrence of such event, the Appraisal whichever last occurs, each of such holder’s Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall will cease to exist, be a Dissenting Share and each holder will be converted as of Appraisal Shares shall cease to have any rights with respect thereto, except the Effective Time into and represent the right to receive the Pre-Company Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b)Consideration, without any interest thereon. The Company shall give Holdco and GameStop prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stockappraisal, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL received by the CompanyCompany relating to stockholders’ rights of appraisal, and, prior to the Effective Time Holdco and Parent GameStop shall have the right to participate in in, and after the Effective Time Holdco shall have the right to direct, all negotiations and proceedings with respect to such demandsdemands except as required by applicable Law. Prior to the Effective Time, the The Company shall not, without the except with prior written consent of Parent (such consent not to Holdco and GameStop, which may be unreasonably withheldgiven or withheld in its sole discretion, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree unless and to the extent required to do or commit to do any of the foregoingso under applicable Law.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares Company Common Shares or Company Class B Shares held by a dissenting shareholder (the “Appraisal Dissenting Shares”) of Company Common Stock issued and outstanding immediately prior to for the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions purposes of Section 262 106 of the DGCL Companies Act (a “Section 262Dissenting Shareholder”) shall not be exchanged for the applicable consideration as provided in Section 3.1, but, instead, shall be cancelled and converted into a right to receive payment of fair value pursuant to and subject to Section 106 of the Companies Act; provided, however, if a Dissenting Shareholder fails to perfect, effectively withdraws or otherwise waives or loses such right, such Dissenting Shareholder’s right to receive payment of fair value shall be exchanged as of the Effective Time into a right to receive the Merger Consideration applicable consideration as provided in Section 2.01(b), but instead such holder shall be entitled to payment of the “fair value” of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b), without any interest thereon3.1. The Company shall give Parent: (i) prompt written notice to Parent of the existence of any demands Dissenting Shareholder, including any application to the Supreme Court of Bermuda pursuant to Section 106 of the Companies Act, attempted withdrawals or withdrawals of applications to the Supreme Court of Bermuda for appraisal of any shares the fair value of Company Common Stock, withdrawals of such demands the Dissenting Shares and any other instruments served pursuant to the DGCL Companies Act and received by the CompanyCompany relating to any Dissenting Shareholder’s rights to be paid the fair value of such Dissenting Shareholder’s Dissenting Shares, as provided in Section 106 of the Companies Act; and Parent shall have (ii) the opportunity and right to participate in any and all substantive negotiations and proceedings with respect to such demandsdemands for appraisal under the Companies Act. Prior to Except as required by the Effective TimeCompanies Act or other applicable law, the Company shall not, without the prior written consent of Parent not (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily i) make any payment payments with respect toto any demand by the holder(s) of Dissenting Shares for appraisal of their Dissenting Shares, (ii) offer to settle or settle or offer to settle, any such demands, or agree (iii) waive any failure to do timely deliver a written demand for appraisal or commit timely take any other action to do any of perfect appraisal rights in accordance with the foregoingCompanies Act.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and that are outstanding immediately prior to the Effective Time and that are held by any holder Person who is entitled to demand and properly demands appraisal of such shares Appraisal Shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b3.08(c), but instead such holder shall be entitled to payment of the “fair value” of such shares in accordance with the provisions of Section 262. At instead, at the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of any such Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive payment of the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, ; provided that if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 with respect to such Appraisal Shares or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid receive the “fair value” value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at as of the Effective Time into, and shall to have becomebecome exchangeable solely for, the right to receive the Merger Consideration as provided in Section 2.01(b3.08(c), without less any interest thereonapplicable tax withholding. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, and Parent shall have the right to participate in in, and direct all negotiations and proceedings Proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Prior to the Offer Closing Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), but instead such holder shall be entitled to payment of the “fair value” of such shares in accordance with the provisions of Section 262. At instead, at the Effective Time, by virtue of the Appraisal Shares Merger and without any action on the part of the holder thereof, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate or evidence in book entry form that immediately prior to the Effective Time represented Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), without any interest thereon. The Company shall give serve prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of any such demands and any other related instruments served pursuant to the DGCL that are received by the Company, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior Notwithstanding anything to the Effective Timecontrary in this Agreement, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, or otherwise negotiate, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), but instead such holder shall be entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262262 of the DGCL. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares in accordance with the provisions of Section 262262 of the DGCL. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 of the DGCL shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), without any interest thereon. The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned withheld or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time that and which are held by any holder who a stockholder that did not vote in favor of the Merger (or consent thereto in writing) and is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (each, a “Section 262Dissenting Stockholder”) ), shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 2.01(b(the “Dissenting Shares”), but instead such holder shall be entitled to payment receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the “fair value” of such shares in accordance with the provisions of Section 262. At DGCL (and at the Effective Time, the Appraisal such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each such holder of Appraisal Shares shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL), unless such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive receive, as of the Pre-Effective Time, the Merger Special DividendConsideration for each such share of Company Common Stock, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b2.1(c), without any interest thereon. The Company shall give Parent (i) prompt written notice to Parent of any written demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the CompanyCompany relating to stockholders’ rights of appraisal, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, voluntarily make any payment with respect to, or settle settle, or offer or agree to settle, any such demandsdemand for payment, or agree waive any failure to do timely deliver a written demand for appraisal or commit timely take any other action to do any perfect appraisal rights in accordance with the DGCL. Any portion of the foregoingMerger Consideration made available to the Agent pursuant to Section 2.2 to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time that are held by any holder or beneficial owner who is entitled to demand and properly demands appraisal of such shares Shares (the “Appraisal Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 1930 of the DGCL Business Corporation Law, including compliance with Subchapter D of Chapter 15 of the Business Corporation Law (“Subchapter D”), as required by Section 262”) 1930 thereof, shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b3.01(c), but instead such holder or beneficial owner shall be entitled to payment of the “fair value” value of such shares Appraisal Shares in accordance with the provisions of Section 262. Subchapter D. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder or beneficial owner of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends fair value of such shares in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Subchapter D. Notwithstanding the foregoing, if any such holder fails or beneficial owner of Appraisal Shares shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 Subchapter D or a court of competent jurisdiction determines shall determine that such holder or beneficial owner is not entitled to the relief provided by Section 262Subchapter D, then the right of such holder or beneficial owner to be paid the “fair value” value of such holder’s or beneficial owner’s Appraisal Shares under Section 262 Subchapter D shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b3.01(c), without any interest thereon. The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common StockShares, withdrawals of such demands and any other instruments served pursuant to the DGCL Business Corporation Law received by the Company, and Parent shall have the right to participate in direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayedin its sole and absolute discretion), voluntarily make any payment with respect to, or settle or offer to settle, any such demands or approve any withdrawal of such demands. Notwithstanding anything to the contrary contained herein, or agree to do or commit to do any no shareholder of the foregoingCompany shall have any right to seek appraisal of Shares if such right is not expressly provided for as a result of the Merger under Subchapter D, including after giving full effect to the exemptions set forth in Section 1571(b) of the Business Corporation Law, and nothing in this Agreement is intended to confer any such right in circumstances where it is otherwise not so required. For the avoidance of doubt, no action has been taken by the Company Board to grant appraisal or dissenters rights in connection with the transactions contemplated by this Agreement or the Tender and Voting Agreements pursuant to Section 1571(c) of the Business Corporation Law.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), but instead such holder shall be entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c2.02(j) and the right to receive the “fair value” value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” value of such holder’s 's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), without any interest thereon. The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, 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, the Company shall not, without the prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned withheld or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Valeant Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder Person who is entitled to demand and properly demands appraisal of such shares Appraisal Shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in this Section 2.01(b)2.01, but instead such holder rather the holders of Appraisal Shares shall be entitled to payment of the “fair value” value of such shares Appraisal Shares in accordance with the provisions of Section 262. At the Effective Time, the all Appraisal Shares shall no longer be outstanding and outstanding, shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 262, or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at as of the Effective Time into, and shall to have become, the right to receive the Merger Consideration as provided in this Section 2.01(b), without any interest thereon2.01. The Company Valeant shall give prompt written notice to Parent Biovail of any demands received by Valeant for appraisal of any shares of Company Valeant Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL Section 262 received by the Company, and Parent Valeant. Biovail shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company Valeant shall not, without the prior written consent of Parent Biovail (such consent not to be unreasonably withheld, conditioned delayed or delayedconditioned), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, all shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are and held by any holder a stockholder who is entitled to demand shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demands and validly exercised such stockholder’s statutory rights of appraisal in respect of such shares pursuant to, and who complies of Company Common Stock in all respects with, the provisions of accordance with Section 262 of the DGCL (“Section 262Dissenting Company Shares”) shall not be converted into into, or represent the right to receive receive, the Merger Consideration as provided in pursuant to Section 2.01(b), but instead 2.1 and Section 2.3. Any such holder stockholder shall be entitled to receive payment of the “fair value” appraised value of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Dissenting Company Shares in accordance with the provisions of Section 262. Notwithstanding 262 of the DGCL; provided, however, that notwithstanding the foregoing, if any such holder fails all Dissenting Company Shares held by a stockholder who shall have failed to perfect or otherwise waives, withdraws who shall have effectively withdrawn or loses the lost such stockholder’s statutory right to appraisal of such Dissenting Company Shares under such Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 DGCL shall cease and such Appraisal Shares shall cease to be Appraisal Shares and thereupon be deemed to have been converted at the Effective Time into, and shall to have becomebecome exchangeable for, the right to receive the Merger Consideration as provided in Section 2.01(b)Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Common Stock in the manner set forth in Section 2.3. The Company shall give Parent (x) prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stockreceived by the Company, withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company, Company in respect of Dissenting Company Shares and Parent shall have (y) the right opportunity to participate in direct and control all negotiations and proceedings with respect to such demandsdemands for appraisal under DGCL in respect of Dissenting Company Shares. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle, settle any such demands, or agree to do or commit to do any demands for payment in respect of the foregoingDissenting Company Shares.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock any Shares that are issued and outstanding immediately prior to the Effective Time that and are held by any holder a stockholder (each, a “Dissenting Stockholder”) who is entitled to demand exercise, and properly demands appraisal of exercises, dissenter’s rights with respect to such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (collectively, the “Section 262Dissenting Shares”) shall will not be converted into or exchangeable for or represent the right to receive the Merger Consideration (except as provided in this Section 2.01(b), but instead 2.4) and will entitle such holder shall be entitled Dissenting Stockholder only to payment of the “fair value” value of such shares in accordance with Dissenting Shares as may be determined to be due to the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal such Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c262 of the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) and of the DGCL) or effectively loses (through failure to perfect or otherwise) the right to receive the “fair value” of such Appraisal Shares appraisal. If any Dissenting Stockholder will have effectively withdrawn (in accordance with Section 262(k) of the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails DGCL) or lost (through failure to perfect or otherwise waives, withdraws or loses otherwise) the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262appraisal, then as of the right later of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time intoor the occurrence of such event, the Dissenting Shares held by such Dissenting Stockholder will be cancelled and shall have become, converted into and represent the right to receive the Merger Consideration as provided in Section 2.01(b)receive, without any interest thereon, the Merger Consideration in accordance with ARTICLES I and II hereof, less applicable withholding taxes, if any, required to be withheld. The Company shall give prompt written notice From and after the Effective Time, Dissenting Shares will not be entitled to Parent of vote for any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant purpose or be entitled to the DGCL received by the Company, and Parent shall have the right payment of dividends or other distributions (except dividends or other distributions payable to participate in negotiations and proceedings with respect to such demands. Prior stockholders of record prior to the Effective Time, the ). The Company shall will not, without except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, voluntarily make (or cause or permit to be made on its behalf) any payment with respect to, or settle or make a binding offer to settlesettle with (unless it results in the withdrawal of an appraisal demand), any Dissenting Stockholder regarding its exercise of dissenter’s rights prior to the Effective Time. The Company will give Parent notice of any such demandsdemands prior to the Effective Time, or agree and Parent will have the right to do or commit participate in all negotiations and proceedings with respect to do any exercise by any stockholder of the foregoingdissenter’s rights.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and Shares that are outstanding immediately prior to the Effective Time and that are held by any holder Person who is entitled to demand and properly demands appraisal of such shares Shares ("Appraisal Shares") pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b2.5(a), but instead such holder rather the holders of Appraisal Shares shall be entitled to payment of the “fair value” value of such shares Appraisal Shares in accordance with the provisions of Section 262. At 262 (and at the Effective Time, the such Appraisal Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each holder of Appraisal Shares such holders shall cease to have any rights right with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing); provided, however, that if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” value of such holder’s 's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at as of the Effective Time into, and shall to have become, become exchangeable solely for the right to receive the receive, Merger Consideration as provided in Section 2.01(b2.5(a), without any interest thereon. The Company shall give prompt written notice to promptly notify Parent in writing of any written demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the CompanyShares, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.7(a) to pay for Shares that are instead paid fair value in an appraisal proceeding pursuant to Section 262 shall be returned to Parent upon demand.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrarycontrary herein, shares (if any stockholder of the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and assert appraisal rights properly demands appraisal of such shares pursuant to, rights in accordance with Delaware Law and who complies in with all respects with, the provisions conditions and obligations of Section 262 of the DGCL (“Section 262”) thereof, and such perfected appraisal rights are not effectively withdrawn or lost, each Dissenting Share held by such Dissenting Stockholder shall not be converted at the Effective Time into the right to receive the Merger Consideration as provided applicable portion of the consideration payable in Section 2.01(b)the Merger, but instead such holder shall be entitled only to payment of the “fair value” of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease rights as are granted by Delaware Law to exist, and each a holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b), without any interest thereonDissenting Shares. The Company shall give Parent (i) prompt written notice to Parent of any demands written demand for appraisal of any shares of received by the Company Common Stockprior to the Effective Time, withdrawals of such demands and any other instruments served pursuant to the DGCL Delaware Law and received by the CompanyCompany that relate to such demands, and Parent shall have (ii) the right to participate in all negotiations and proceedings with respect to such demandsdemands under Delaware Law. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any claim or demand in respect of any Dissenting Shares. If, after the Effective Time, any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or lost the right to seek appraisal rights, the Dissenting Shares held by such demandsDissenting Stockholder shall immediately be converted into the right to receive the cash payable pursuant to Section 1.8(a) in respect of such shares as if such shares never had been Dissenting Shares, and Parent shall issue and deliver to the holder thereof at (or agree to do as promptly as reasonably practicable after) the applicable time or commit to do any times specified in Section 1.9(c), following the satisfaction of the foregoingapplicable conditions set forth in Section 1.9(c), the amount of cash to which such holder would be entitled in respect thereof under Section 1.8(a) as if such shares never had been Dissenting Shares (and all such cash shall be deemed for all purposes of this Agreement to have become deliverable to such holder pursuant to Section 1.8(a)).

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in payable pursuant to Section 2.01(b)3.1, but instead such holder at the Effective Time shall be entitled become the right to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At 262 of the DGCL, and at the Effective Time, the Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then (i) such shares of Company Common Stock shall thereupon cease to constitute Appraisal Shares and (ii) the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and if such forfeiture shall occur following the Effective Time, each such Appraisal Shares Share shall cease to be Appraisal Shares and thereafter be deemed to have been converted at into and to have become, as of the Effective Time into, and shall have becomeTime, the right to receive receive, without interest thereon, the Merger Consideration as provided in Section 2.01(b), without any interest thereonConsideration. The Company shall give deliver prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals Stock (provided that the failure of the Company to deliver such demands prompt notice shall not constitute a breach of this Agreement) and any other instruments served pursuant to the DGCL received by Company shall provide Parent with the Company, and Parent shall have the right opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time that and which are held by any holder a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares Shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Dissenting Stockholders”) ), shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 2.01(b(the “Dissenting Shares”), but instead such holder shall be entitled to payment of the “fair value” value of such shares Shares in accordance with the provisions of Section 262. At 262 of the DGCL (and at the Effective Time, the Appraisal such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each such holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Dissenting Shares in accordance with the provisions of Section 262. Notwithstanding 262 of the foregoingDGCL), if any unless and until such holder fails shall have failed to perfect or otherwise waivesshall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, withdraws or loses such holder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to appraisal under Section 262 or a court receive, as of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time intoTime, and shall have become, the right to receive the Merger Consideration as provided for each such Share, in accordance with Section 2.01(b2.1(c), without any interest thereon. The Company shall give Parent (i) prompt written notice to Parent of any written demands for appraisal of any shares of Company Common StockShares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the CompanyCompany relating to stockholders’ rights of appraisal, and Parent shall have (ii) to the right extent permitted by applicable Law, the opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent (such consent not or unless and to be unreasonably withheldthe extent required to do so under applicable Law, conditioned or delayed), voluntarily make any payment with respect to, or settle settle, or offer or agree to settle, any such demands, demand for payment or agree waive any failure by a stockholder to do or commit to do any timely comply with the requirements of the foregoingDGCL to perfect or demand appraisal rights. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.2 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) any Shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled and as to demand and properly demands appraisal which the holders thereof have neither voted in favor of such shares pursuant to, the Merger nor consented thereto in writing and who complies shall have properly demanded appraisal in all respects with, the provisions of writing in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Section 262Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.01(b2.1(a), but instead unless and until such holder Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be entitled treated as if they had been converted into and become exchangeable for the right to payment receive, as of the “fair value” of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Per Share Merger Consideration as provided in Section 2.01(b2.1(a), without interest and after giving effect to any interest thereonrequired Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. From and after the Effective Time, each holder of Dissenting Shares shall only be entitled to such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. The Company shall give Parent prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stockappraisal, withdrawals of such demands demands, and any other instruments served pursuant to the DGCL applicable Law that are received by the CompanyCompany or any of its Representatives relating to stockholders’ rights of appraisal, and Parent shall have the right be entitled to participate in direct all negotiations and proceedings with respect to such demandsany demand for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect toto any demands for appraisal, offer to settle or settle any such demands or offer to settle, approve any withdrawal of any such demands, or agree to do or commit to do any of the foregoingexcept as required by applicable Law.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any holder person, other than any member of the Acquirer Group, who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) and who, as of the Effective Time, shall not have effectively withdrawn or otherwise forfeited appraisal rights (collectively, the “Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), but instead such holder rather the holders of Appraisal Shares shall be entitled to payment of the “fair value” of such shares in accordance with the provisions of Section 262; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid in accordance with Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, the Merger Consideration pursuant to Section 2.01(c). At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b), without any interest thereon. The Company shall give prompt written notice to Parent Acquirer of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals together with copies of such demands and any other instruments served pursuant to the DGCL received by the Companycorrespondence or filings related thereto, and Parent Acquirer shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldAcquirer, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such appraisal demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262the ‘‘Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b3.01(c), but instead such holder shall be entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262262 of the DGCL. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares in accordance with the provisions of Section 262262 of the DGCL. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 of the DGCL shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b3.01(c), without any interest thereon. The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common StockStock or written threats thereof, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, 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, the Company shall not, without the prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned withheld or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.. [...]

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock capital stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL Delaware General Corporation Law (“Section 262”) shall not be converted into the right to receive the Merger Consideration cash as provided in Section 2.01(b2.1(b), but instead such holder shall be entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration cash as provided in Section 2.01(b2.1(b), without any interest thereon. The Company shall give prompt written notice to Parent Acquiror of (i) any demands for appraisal of any shares of Company Common Stockcapital stock, withdrawals of such demands and any other instruments served pursuant to the DGCL Delaware Law received by the Company, and Parent (ii) Acquiror shall have the right to participate in direct all negotiations and proceedings with respect to such demandsdemands as permitted by Delaware Law. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldAcquiror, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and that are outstanding immediately prior to the Effective Time and that are held by any holder Person who is entitled to demand and properly demands appraisal of such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b3.2(a), but instead such holder rather the holders of Appraisal Shares shall be entitled to payment of the “fair value” value of such shares Appraisal Shares in accordance with the provisions of Section 262. At 262 (and at the Effective Time, the such Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares such holders shall cease to have any rights right with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing); provided, however, that if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at as of the Effective Time into, and shall to have become, become exchangeable solely for the right to receive the receive, Merger Consideration as provided in Section 2.01(b3.2(a), without any interest thereon. The Company shall give serve prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Any portion of the Merger Consideration made available by the Paying Agent pursuant to Section 3.3(a) to pay for Appraisal Shares shall be returned to Parent upon demand.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), but instead such holder shall be entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate or evidence of shares in book-entry form that immediately prior to the Effective Time represented Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), without any interest thereon. The Company shall give serve prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of any such demands and any other related instruments served pursuant to the DGCL that are received by the Company, 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, the The Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time that which are held by any holder a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who (a) is entitled to demand and properly demands appraisal of such shares pursuant to, to and who (b) complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the applicable Merger Consideration as provided in Section 2.01(b(the “Dissenting Shares”), but instead such holder Dissenting Stockholder shall be entitled to payment receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the “fair value” of such shares in accordance with the provisions of Section 262. At DGCL (and at the Effective Time, the Appraisal such Dissenting Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each holder of Appraisal Shares such Dissenting Stockholder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL), unless and until such Dissenting Stockholder shall have failed to perfect or shall have effectively waived, withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively waived, withdrawn or lost such right to receive appraisal, or if appraisal rights are unavailable to the Pre-Company’s stockholders pursuant to Section 262 of the DGCL in connection with the Transactions, such Dissenting Stockholder’s shares of Company Common Stock shall 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 Merger Special DividendConsideration for each such share of Company Common Stock, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b)2.1, without any interest thereonthereon and less any applicable withholding Taxes. The Company shall give Parent (i) prompt written notice to Parent of any written demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company, Company relating to stockholders’ rights of appraisal and Parent shall have (ii) the right opportunity to participate in and direct, in each case at its own expense, all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the Company shall not, without Except with the prior written consent of Parent (such consent Parent, the Company shall not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to, or offer to settle or offer to settle, any such demands, or agree demands prior to do or commit to do any of the foregoingEffective Time.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) each share of Company Common Capital Stock that is issued and outstanding immediately prior to the Effective Time and that are is held by any holder a Stockholder who is entitled to demand has properly exercised and properly demands perfected appraisal of such shares pursuant to, and who complies in all respects with, the provisions of rights under Section 262 of the DGCL (the “Section 262Dissenting Shares”) shall not be converted into or exchangeable for the right to receive the Merger Consideration Parent Shares as otherwise provided in Section 2.01(b2.8(a), but instead such holder shall be entitled to payment receive such consideration as shall be determined pursuant to Section 262 of the “fair value” of DGCL; provided, however, that if such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder Stockholder fails to perfect or otherwise waives, effectively withdraws or loses the right to appraisal and payment under Section 262 or a court the DGCL, the shares of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right Company Capital Stock of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 Stockholder shall cease and such Appraisal Shares shall cease to be Appraisal Shares and thereupon be deemed to have been converted at into and to have become exchangeable for, as of the Effective Time into, and shall have becomeTime, the right to receive such number of Parent Shares (less the Merger Consideration as provided in number of Escrow Parent Shares to be deposited with the Escrow Agent on such holder’s behalf pursuant to Section 2.01(b2.10(a)(ii)), without any interest thereonrounded (up or down) to the nearest whole share, that such holder has the right to receive pursuant to clauses (i), (ii) or (iii) of Section 2.8(a) with respect to such shares of Company Capital Stock. No later than the tenth Business Day following the date of this Agreement, the Company shall provide notice in accordance with the DGCL to each Stockholder entitled to appraisal rights. To the extent the notice is sent to Equityholders that are not Accredited Investors, included with the notice shall be such information required to be furnished to investors who are not Accredited Investors pursuant to Rule 502 of Regulation D promulgated under the Securities Act. The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the CompanyCompany for appraisals of Shares, and Parent shall have the right to participate in reasonably direct all negotiations and proceedings with respect to such demands. Prior , Parent shall have the right to the Effective Time, reasonably approve any payment made in respect of Dissenting Shares and the Company shall not, without the prior written consent of cooperate with Parent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoingin connection therewith and take all actions reasonably requested by Parent.

Appraisal Rights. Notwithstanding In the event the Share Exchange entitles holders of Company Common Stock to appraisal rights under Part 13 of the MBCA and notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time that and which are held by any holder a shareholder who did not vote in favor of the Share Exchange (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares (the “Appraisal Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 Part 13 of the DGCL MBCA (the “Section 262Dissenting Shareholders”) ), shall not be converted into exchanged or be exchangeable for the right to receive the Merger Share Exchange Consideration as provided in Section 2.01(b), but instead such holder shall be entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At Part 13 of the MBCA (and at the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares such holders shall cease to have any rights with respect theretoto any shares of Company Common Stock held by such holders, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding Part 13 of the foregoingMBCA), if any unless and until such holder fails shall have failed to perfect or otherwise waivesshall have withdrawn or lost rights to appraisal under the MBCA. If any Dissenting Shareholder shall have failed to perfect or shall have withdrawn or lost such right, withdraws or loses such holder’s shares of Company Common Stock shall thereupon be treated as if they had been exchanged for the right to appraisal under Section 262 or a court receive, as of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have becomeTime, the right to receive the Merger Share Exchange Consideration as provided for each such share of Company Common Stock, in accordance with Section 2.01(b)2.01, without any interest thereon. The Company shall give Parent (i) prompt written notice to Parent of any notices of intent to seek appraisal and written demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL MBCA and received by the Company, Company relating to shareholders’ rights of appraisal and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the MBCA. Prior to the Effective Time, the Company shall not, without the prior written consent Table of Parent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.Contents

Appraisal Rights. Notwithstanding anything in this Agreement to ---------------- the contrary, shares Shares (the “Appraisal "Dissenting Shares”") of Company Common Stock that are issued and outstanding immediately prior to the Effective Time that and which are held by any holder stockholders who is entitled to demand and properly demands appraisal did not vote in favor of such shares pursuant to, the Merger and who complies in comply with all respects with, of the relevant provisions of Section 262 of the DGCL (“Section 262”the "Dissenting Stockholders") shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 2.01(b)Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL, but instead such holder the holders thereof shall be entitled to payment only such rights as are granted by the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be converted into and become exchangeable for the right to receive, as of the “fair value” of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b), without any interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2 hereof. The Company shall give Parent (i) prompt written notice to Parent of any written demands for appraisal of any shares of Company Common StockShares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company, Company relating to the stockholders' rights of appraisal and Parent shall have (ii) the right opportunity to participate in direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, Neither the Company shall notnor the Surviving Corporation shall, without except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demandsdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, or agree the Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares had been converted into the right to do or commit receive the Merger Consideration pursuant to do any of the foregoingSection 2.1 (c) hereof.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and that are outstanding immediately prior to the Effective Time and that are held by any holder Person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) (such shares, “Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), but instead such holder shall be entitled to payment of the “fair value” of such shares in accordance with the provisions of Section 262. At instead, at the Effective Time, by virtue of the Appraisal Shares Merger and without any action on the part of the holder thereof, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, exist and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except represent the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of only those rights provided under Section 262. Notwithstanding the foregoing; provided, however, that if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to receive those rights under and to be paid the “fair value” of such holder’s Appraisal Shares under consideration as is determined pursuant to Section 262 262, shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at as of the Effective Time into, and shall have become, represent only the right to receive receive, the Merger Consideration as provided in Section 2.01(b2.01(c). If the Surviving Corporation makes any payment after the Effective Time with respect to Appraisal Shares to the holders thereof pursuant to such holders’ appraisal rights under Section 262 or otherwise has funded amounts into the Exchange Fund in respect of such Appraisal Shares, without then any interest thereonportion of the Merger Consideration relating to such Appraisal Shares held in the Exchange Fund shall be delivered by the Paying Agent to the Surviving Corporation upon demand. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, any withdrawals of any such demands and or any other instruments or notices served pursuant to the DGCL or otherwise and received by the CompanyCompany relating to the rights of appraisal of the holders of shares of Company Common Stock, and Parent shall have the right to participate in all negotiations and proceedings Proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent Parent, (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily i) make any payment with respect toto any such demand, (ii) offer to settle or settle or offer to settle, any such demands, demand or agree (iii) waive any failure to do timely deliver a written demand for appraisal or commit timely take any other action to do any of perfect appraisal rights in accordance with the foregoingDGCL.

Appraisal Rights. Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, shares (the “Appraisal Shares”) of Company Common Stock issued and any Shares outstanding immediately prior to the Effective Time that are held by any holder a stockholder (a “Dissenting Stockholder”) who has neither voted in favor of the adoption of this Agreement nor consented thereto in writing and who is entitled to demand and properly demands appraisal of for such shares pursuant to, Shares and who complies otherwise properly perfects and does not withdraw or lose his or her rights (the “Dissenting Shares”) in all respects with, the provisions of accordance with Section 262 of the DGCL (“Section 262”) shall not be converted into into, or represent the right to receive receive, the Merger Consideration as provided in Section 2.01(b), but instead such holder Consideration. Such Dissenting Stockholders shall be entitled to receive payment of the “fair value” appraised value of such shares Dissenting Shares held by them in accordance with the provisions of such Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal that all Dissenting Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails held by stockholders who have failed to perfect or otherwise waives, withdraws who effectively have withdrawn or loses the right lost their rights to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder Dissenting Shares pursuant to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and thereupon be deemed to have been converted at the Effective Time into, and shall have become, represent the right to receive receive, the Merger Consideration as in the manner provided in Article III and shall no longer be Excluded Shares. Notwithstanding anything to the contrary contained in this Section 2.01(b)3.3, without if the Merger is rescinded or abandoned, then the right of any interest thereonstockholder to be paid the fair value of such stockholder’s Dissenting Shares pursuant to Section 262 of the DGCL shall cease. The Company shall give Parent prompt written notice to Parent of any written demands for appraisal of any shares of Company Common Stockappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL applicable Law received by the Company, and Company relating to stockholders’ rights of appraisal. The Company shall give Parent shall have the right opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect toto any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or offer to settle, approve any withdrawal or other treatment of any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares (the "Appraisal Shares") pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") shall not be converted into the right to receive from the Surviving Corporation, in cash and without interest, the Merger Consideration as provided in Section 2.01(b3.01(c), but instead such holder shall be entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate, or evidence of shares held in book-entry form, that immediately prior to the Effective Time represented Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262. Notwithstanding anything in this Agreement to the foregoingcontrary, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” value of such holder’s 's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive from the Surviving Corporation, in cash and without interest, the Merger Consideration as provided in Section 2.01(b3.01(c), without any interest thereon. The Company shall give serve prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of any such demands and any other instruments served pursuant to the DGCL received by the Company, 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, the The Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time that and which are held by any holder a stockholder who did not vote in favor of the Merger (or consent thereto in writing or who otherwise did not validly waive their right to appraisal) and who is entitled to demand and properly demands appraisal of such shares Shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Dissenting Stockholders”) ), shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 2.01(b(the “Dissenting Shares”), but instead such holder shall be entitled to payment of the “fair value” value of such shares Shares in accordance with the provisions of Section 262. At 262 of the DGCL (and at the Effective Time, the Appraisal such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each such holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Dissenting Shares in accordance with the provisions of Section 262. Notwithstanding 262 of the foregoingDGCL), if any unless and until such holder fails shall have failed to perfect or otherwise waivesshall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, withdraws or loses such stockholder’s Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to appraisal under Section 262 or a court receive, as of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time intoTime, and shall have become, the right to receive the Merger Consideration as provided for each such Share, in accordance with Section 2.01(b2.1(c), without any interest thereon. The Company shall give Parent (i) prompt written notice to Parent of any written demands for appraisal of any shares of Company Common StockShares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the CompanyCompany relating to stockholders’ rights of appraisal, and Parent shall have (ii) the right opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, voluntarily make any payment with respect to, or settle settle, or offer or agree to settle, any such demands, demand for payment or agree waive any failure by a stockholder to do or commit to do any timely comply with the requirements of the foregoingDGCL to perfect or demand appraisal rights. Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.2 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time that which are held by any holder a stockholder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 2.01(b(the “Dissenting Shares”), but instead such holder Dissenting Stockholder shall be entitled to payment receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the “fair value” of such shares in accordance with the provisions of Section 262. At DGCL (and at the Effective Time, the Appraisal such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares such Dissenting Stockholder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL), unless and until such Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such Dissenting Stockholder’s shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive receive, as of the Pre-Effective Time, the Merger Special DividendConsideration for each such share of Company Common Stock, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b3.1(c), without any interest thereonthereon and less any applicable withholding taxes. The Company shall give Parent (i) prompt written notice to Parent of any written demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company, Company relating to stockholders’ rights of appraisal and Parent shall have (ii) the right opportunity to participate in direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the Company shall notNo party shall, without the prior written consent of Parent (such consent not to be unreasonably withheldthe other parties hereto, conditioned or delayed), voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “"Appraisal Shares”") of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 Sections 92A.300 through 92A.500, inclusive, of the DGCL NRS (“Section 262”the "Appraisal Rights Sections") shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), but instead such holder shall be entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262the Appraisal Rights Sections. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262the Appraisal Rights Sections. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 the Appraisal Rights Sections, or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262the Appraisal Rights Sections, then the right of such holder to be paid the “fair value” value of such holder’s 's Appraisal Shares under Section 262 the Appraisal Rights Sections shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), without any interest thereon. The Company shall give serve prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL NRS received by the Company, 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, the The Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “"Appraisal Shares”") of Company Common Stock or Company Preferred Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") shall not be converted into the right to receive the Merger Consideration consideration payable as provided in Section 2.01(b2.01(c), but instead such holder shall be entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At As of the Effective Time, the all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” value of such holder’s 's Appraisal Shares under Section 262 shall cease to exist and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at as of the Effective Time into, and shall have become, the right to receive the Common Stock Merger Consideration or the Preferred Stock Merger Consideration as provided in Section 2.01(b2.01(c), without any interest thereonas the case may be. The Company shall give serve prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock or Company Preferred Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, and Parent shall have the right to participate in and, subject to applicable Law, direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, None of the Company shall notand its Subsidiaries shall, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in payable pursuant to Section 2.01(b)2.1, but instead such holder at the Effective Time shall be entitled become the right to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At 262 of the DGCL and at the Effective Time, the all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 of the DGCL (including by reason of the fact that Parent Common Stock is listed on NASDAQ) or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then (i) such shares of Company Common Stock shall thereupon cease to constitute Appraisal Shares and (ii) the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and if such forfeiture shall occur following the Effective Time, each such Appraisal Shares Share shall cease to be Appraisal Shares and thereafter be deemed to have been converted at into and to have become, as of the Effective Time into, and shall have becomeTime, the right to receive receive, without interest thereon, the Merger Consideration as provided in Section 2.01(b), without any interest thereonConsideration. The Company shall give deliver prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands Stock and any other instruments served pursuant to the DGCL received by Company shall provide Parent with the Company, and Parent shall have the right opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Hydrocarbon Common Stock issued and outstanding immediately prior to the filing of the Redemption Charter Amendment or the Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”the "Appraisal Shares") shall not be converted into the right to receive the Redemption/Merger Consideration as provided in Section 2.01(b)Consideration, but instead such holder shall be entitled become the right to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At 262 of the DGCL and the Redemption Charter Amendment and at the filing of the Redemption Charter Amendment or the Effective Time, the all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then the right of such holder to be paid the “fair value” value of such holder’s 's Appraisal Shares under Section 262 of the DGCL and the Redemption Charter Amendment shall be forfeited and cease and if such forfeiture shall occur following the Election Deadline, each of such holder's Appraisal Shares, to the extent permitted by law, shall be treated as Non-Electing Shares or pursuant to Section 3.2(e) as Cash Election Shares. Hydrocarbon shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b), without any interest thereon. The Company shall give deliver prompt written notice to Parent Energy Partners of any demands for appraisal of any shares of Company Hydrocarbon Common Stock, withdrawals of such demands Stock and any other instruments served pursuant to provide Energy Partners with the DGCL received by the Company, and Parent shall have the right opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal. Prior to the Effective Time, the Company Hydrocarbon shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldEnergy Partners, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), but instead such holder shall be entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), without any interest thereon. The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, 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, the Company shall not, without the prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned withheld or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares if required by the DGCL (but only to the “Appraisal Shares”) extent required thereby), any Shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time that are (other than Cancelled Shares) and as to which the holders thereof have continuously held by any holder such Shares through the date shown on the Certificate of Merger giving effect to the Merger, have not voted in favor of the adoption of this Agreement or consented thereto in writing and who is entitled to demand and have properly demands demanded appraisal of such shares pursuant towith respect thereto in accordance with, and who complies in all respects have complied with, the provisions of Section 262 of the DGCL with respect to any such Shares and have not effectively withdrawn such demand (collectively, “Section 262Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.01(b2.1(a), but instead unless and until such holder Person shall be entitled have failed to payment of the “fair value” of perfect, effectively withdrawn, waived or lost such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the Person’s right to appraisal under Section 262 the DGCL or if a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then the right of at which time such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have treated as if they had been converted at the Effective Time into, into and shall have become, become exchangeable for the right to receive receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.01(b2.1(a), without interest and after giving effect to any interest thereonrequired Tax withholdings pursuant to Section 2.3(e) and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. Each holder of Dissenting Shares shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares. The Company shall give Parent (i) prompt written notice to Parent of any written demands received by the Company for appraisal and any instruments served pursuant to Section 262 of any shares the DGCL that are received by the Company relating to stockholders’ rights of Company Common Stockappraisal, withdrawals of such demands demands, and any other instruments served pursuant to the DGCL received by the Company, Company in respect of Dissenting Shares pursuant to Section 262 of the DGCL and Parent shall have (ii) the right opportunity to participate in all negotiations and proceedings with respect to such notices and demands. Prior Parent shall have the right to direct and control all negotiations and proceedings with respect to any such demands, withdrawals or attempted withdrawals of such demands; provided that, after the date hereof until the Effective Time, Parent shall consult with the Company with respect to such negotiations and proceedings. The Company shall not, without except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily and prior to the Effective Time, Parent shall not, except with the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed), make any payment with respect toto any demands for appraisal or offer to settle or compromise, or settle or offer to settlecompromise, any such demands, or approve any withdrawal of any such demands, or waive any failure to timely deliver a written demand for appraisal or otherwise to comply with Section 262 of the DGCL, or otherwise agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any record holder (excluding any shares described in Section 2.1(b)(iii)) who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in payable pursuant to Section 2.01(b2.1(b), but instead such holder at the Effective Time the holders of Appraisal Shares shall be become entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At 262 of the DGCL and at the Effective Time, the all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, exist and each the holder of Appraisal Shares such shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends as set forth in accordance with this Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 2622.2. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 of the DGCL shall cease be forfeited and cease, and each of such holder’s Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive receive, without interest thereon, the Merger Consideration as provided in Section 2.01(b), without any interest thereonConsideration. The Company shall give deliver prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL that are received by the CompanyCompany for appraisal of any shares of Company Common Stock, and provide Parent shall have with the right opportunity to participate in and control all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any as to which the holder who is entitled to demand and properly demands appraisal of such shares pursuant toshall have (i) not voted in favor of the Merger nor consented thereto in writing, and who complies in all respects with, (ii) properly complied with the provisions of Section 262 of the DGCL (“Section 262”) as to appraisal rights and (iii) not effectively withdrawn or lost their rights to appraisal (each, an “Appraisal Share”), if any, shall not be converted into the right to receive the Merger Consideration as provided in this Section 2.01(b)2.01, but instead such holder rather the holders of Appraisal Shares shall be entitled to payment payment, solely from the Surviving Corporation, of the “fair value” appraisal value of such shares Appraisal Shares to the extent permitted by and in accordance with the provisions of Section 262. At the Effective Time, the all Appraisal Shares shall no longer be outstanding and outstanding, shall automatically be canceled cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” appraisal value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if (A) any such holder of Appraisal Shares (1) under the circumstances permitted by and in accordance with the DGCL, fails to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose (through failure to perfect or otherwise) the right to dissent or its right to appraisal under Section 262 262, (2) fails to establish his entitlement to appraisal rights as provided in the DGCL or a court (3) fails to take any action the consequence of competent jurisdiction determines which is that such holder is not entitled to payment for his shares under the relief provided by DGCL or (B) a court of competent jurisdiction shall determine that such holder is not entitled to appraisal under Section 262, then such holder shall forfeit the right to appraisal of such holder to be paid the “fair value” shares of such holder’s Appraisal Shares under Section 262 shall cease Company Common Stock and such Appraisal Shares shares of Company Common Stock shall thereupon cease to be constitute Appraisal Shares and such shares of Company Common Stock shall be deemed to have been converted at as of the Effective Time into, and shall to have become, the right to receive the Merger Consideration as provided in this Section 2.01(b), without any interest thereon2.01. The Company shall give reasonably prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served notices pursuant to the DGCL Section 262 received by the Company, and . Parent shall have the right to participate with the Company in and, prior to the Effective Time, in consultation with the Company, direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (such consent which shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Target Common Stock or Target Preferred Stock that are issued and outstanding immediately prior to the Effective Time that and which are held by any holder a Target Holder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Dissenting Stockholders”) ), shall not be converted into or be exchangeable for the right to receive any Stock Consideration or the Merger Consideration Per Share Escrow Cash Consideration, or cancelled without consideration therefor, as provided in Section 2.01(bapplicable (the “Dissenting Shares”), but instead such holder shall be entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At 262 of the DGCL (and at the Effective Time, the Appraisal such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each such holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Dissenting Shares in accordance with the provisions of Section 262. Notwithstanding 262 of the foregoingDGCL), if any unless and until such holder fails shall have failed to perfect or otherwise waivesshall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, withdraws such holder’s shares of Target Common Stock or loses Target Preferred Stock shall thereupon be treated as if they had (i) with respect to shares of Target Preferred Stock, been converted into and become exchangeable for the right to appraisal under Section 262 or a court receive, as of competent jurisdiction determines the Effective Time, the Stock Consideration and the Per Share Escrow Cash Consideration that such holder share of Target Preferred Stock is not entitled to the relief provided by receive in accordance with this Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b), 1.6 without any interest thereonthereon and (ii) with respect to shares of Target Common Stock, been cancelled without consideration therefor in accordance with this Section 1.6. The Company Target shall give Parent (i) prompt written notice to Parent of any written demands for appraisal of any shares of Company Target Common Stock or Target Preferred Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the CompanyTarget relating to stockholders’ rights of appraisal, and Parent shall have (ii) the right opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the Company Target shall not, without except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, voluntarily make any payment with respect to, or settle settle, or offer or agree to settle, any such demands, or agree to do or commit to do any demand for payment. Any portion of the foregoingStock Consideration made available to the Exchange Agent pursuant to Section 1.7 in exchange for shares of Target Preferred Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrarycontrary and to the extent available under the DGCL, shares (the “Appraisal Shares”) of Company Crosstex Common Stock issued and that are outstanding immediately prior to the Crosstex Effective Time and that are held by any holder holders of shares of Crosstex Common Stock who is shall have neither voted in favor of the Crosstex Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such shares of Crosstex Common stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into, or represent the right to receive, the Crosstex Merger Consideration. Such Crosstex stockholders shall be entitled instead to demand and properly demands appraisal receive payment of the fair value of such shares pursuant to, and who complies of Crosstex Common Stock in all respects with, accordance with the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into and at the right to receive the Merger Consideration as provided in Section 2.01(b), but instead such holder shall be entitled to payment of the “fair value” of such shares in accordance with the provisions of Section 262. At the Crosstex Effective Time, the Appraisal all Dissenting Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each holder the holders of Appraisal Shares such shares shall cease to have any rights with respect theretothereto except as set forth in this Section 2.2, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” that such Dissenting Shares held by holders of such Appraisal Shares in accordance with the provisions shares of Section 262. Notwithstanding the foregoing, if any such holder fails Crosstex Common Stock who shall have failed to perfect or otherwise waives, withdraws shall have effectively withdrawn or loses the right lost their rights to appraisal of such shares of Crosstex Common Stock under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 DGCL shall cease and such Appraisal Shares shall cease to be Appraisal Shares and thereupon be deemed to have been converted at the Effective Time into, and shall to have becomebecome exchangeable for, as of the Crosstex Effective Time, the right to receive the Crosstex Merger Consideration as provided in Section 2.01(b)Consideration, without any interest thereon, in accordance with Section 2.1(a). The Company Crosstex shall give deliver prompt written notice to Parent Devon of any demands for appraisal of any shares of Company Crosstex Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL that are received by the CompanyCrosstex for appraisal of any shares of Crosstex Common Stock, and Parent shall have provide Devon with the right opportunity to participate in and control all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Crosstex Effective Time, the Company Crosstex shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldDevon, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in payable pursuant to Section 2.01(b)3.1, but instead such holder at the Effective Time shall be become entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At 262 of the DGCL, and at the Effective Time, the Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares in accordance with the provisions of Section 262262 of the DGCL. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then (i) such shares of Company Common Stock shall thereupon cease to constitute Appraisal Shares and (ii) the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and if such forfeiture shall occur following the Effective Time, each such Appraisal Shares Share shall cease to be Appraisal Shares and thereafter be deemed to have been converted at into and to have become, as of the Effective Time into, and shall have becomeTime, the right to receive receive, without interest thereon, the Merger Consideration as provided in Section 2.01(b), without any interest thereonConsideration. The Company shall give deliver prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands Stock and any other instruments served pursuant to the DGCL received by Company shall provide Parent with the Company, and Parent shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior The Company shall not settle, make any payments with respect to, or offer to settle, any claim with respect to the Effective Time, the Company shall not, Appraisal Shares without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoingParent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the applicable Merger Consideration as provided in Section 2.01(b2.01(c), but instead such holder shall be entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate or evidence of shares in book-entry form that immediately prior to the Effective Time represented Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the applicable Merger Consideration as provided in Section 2.01(b2.01(c), without any interest thereon. The Company shall give serve prompt written notice to Parent of any demands for appraisal of any shares of Company Common Capital Stock, withdrawals of any such demands and any other related instruments served pursuant to the DGCL received by the Company, 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, the The Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262the ‘‘Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b3.01(c), but instead such holder shall be entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262262 of the DGCL. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares in accordance with the provisions of Section 262262 of the DGCL. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 of the DGCL shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration Consideration, as provided in Section 2.01(b3.01(c), without any interest thereon. The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common StockStock or written threats thereof, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, 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, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this ---------------- Agreement to the contrary, shares if by reason of the composition of the Merger Consideration Section 262 of the DGCL affords appraisal rights in the Merger, then Shares (the “Appraisal "Dissenting Shares”") of Company Common Stock that are issued and outstanding immediately prior to the Effective Time that and which are held by any holder stockholders who is entitled to demand and properly demands appraisal did not vote in favor of such shares pursuant to, the Merger and who complies in comply with all respects with, of the relevant provisions of Section 262 of the DGCL (“Section 262”the "Dissenting Stockholders") shall not be converted into or be exchangeable for the right to receive the Merger Consideration Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be converted into and become exchangeable for the right to receive, as provided in Section 2.01(b), but instead such holder shall be entitled to payment of the “fair value” of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b), without any interest thereon. The Company shall give the Parent (i) prompt written notice to Parent of any written demands for appraisal of any shares of Company Common StockShares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the CompanyCompany relating to stockholders' rights of appraisal, and Parent shall have (ii) the right opportunity to participate in direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, Neither the Company shall notnor the Surviving Corporation shall, without except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)the Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demandsdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, or agree the Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares had been converted into the right to do or commit receive the Merger Consideration pursuant to do any of the foregoingSection 2.7(b).

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if required by the DGCL (but only to the extent required thereby) any shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any holder holders who is have not voted such shares of Company Common Stock in favor of the adoption of this Agreement and who are entitled to demand and have properly demands demanded appraisal rights with respect thereto in accordance with Section 262 of such shares pursuant tothe DGCL, and who complies have complied in all respects with, the provisions of with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Section 262Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b2.6(b), but instead unless and until such holder Person shall have effectively withdrawn or otherwise lost or failed to perfect such Person’s right to appraisal or payment under the DGCL, at which time (a) such shares of Company Common Stock shall be entitled treated as if they had been converted into and become exchangeable for the right to payment receive, as of the “fair value” of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b2.6(b), without interest and after giving effect to any interest thereonrequired Tax withholdings pursuant to Section 3.3, (b) such shares of Company Common Stock shall not be deemed Dissenting Shares and (c) such holder thereof shall cease to have any other rights with respect to such shares of Company Common Stock. Each Dissenting Share shall no longer be outstanding, shall automatically be canceled and extinguished and shall cease to exist at the Effective Time, and each holder of Dissenting Shares shall be entitled to receive only the payment of the fair value of such Dissenting Shares in accordance with the provisions of, and as provided by, Section 262 of the DGCL with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn or otherwise lost or failed to perfect such Person’s right to appraisal or payment under the DGCL. The Company shall give Parent prompt written notice to Parent of any written demands for appraisal of any shares of Company Common Stock, or withdrawals of such demands demands, and any other instruments served pursuant to the DGCL applicable Law that are received by the CompanyCompany relating to stockholders’ rights of appraisal. The Company shall not, except with the prior written consent of Parent, and Parent shall have the right to participate in negotiations and proceedings with respect to such demands. Prior prior to the Effective Time, the Company Parent shall not, without except with the prior written consent of Parent (such consent not to be unreasonably withheldthe Company, conditioned or delayed), voluntarily make any payment with respect toto any demands for appraisal or offer to settle or compromise, or settle or offer to settlecompromise or otherwise negotiate, any such demands, or approve any withdrawal of any such demands, or waive any failure to timely deliver a written demand for appraisal or otherwise to comply with the provisions under Section 262 of the DGCL, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement No Company Stockholder who has validly exercised and perfected its appraisal rights pursuant to NRS 92A.300 et seq. of the contraryBCA (a “Dissenting Stockholder”) with respect to its Company Stock (such shares, shares (the “Appraisal 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 BCA. Each Dissenting Stockholder shall be entitled to receive only the payment resulting from the procedure set forth in NRS 92A.300 et seq. of the BCA with respect to the Dissenting Shares owned by such Dissenting Stockholder. Such Company Stockholders shall be entitled to receive payment of the appraised value of such shares of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder them in accordance with the BCA, unless and until such Company Stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the BCA. All Dissenting Shares held by Company Stockholders who is entitled shall have failed to demand and properly demands perfect or who effectively shall have effectively withdrawn or lost their right to appraisal of such shares pursuant toof Company Common Stock under the BCA (whether occurring before, and who complies in all respects with, at or after the provisions of Section 262 of the DGCL (“Section 262”Effective Time) shall not thereupon be deemed to be converted into the right and to receive the Merger Consideration have become exchangeable for, as provided in Section 2.01(b), but instead such holder shall be entitled to payment of the “fair value” of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Stockholder Merger Consideration as Consideration, without interest, attributable to such Dissenting Shares upon their surrender in the manner provided in Section 2.01(b), without any interest thereon1.10. The Company shall give the Purchaser prompt written notice to Parent of any written demands for appraisal of any shares of Company Common Stockappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL applicable Laws that are received by the Company, and Parent Company relating to any Dissenting Stockholder’s rights of appraisal; provided that the Company shall have the right to participate in direct all negotiations and proceedings with respect to such demandsdemand for appraisal under the BCA. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)the Purchaser, voluntarily make any payment with respect toto any demands for appraisal, offer to settle or settle any such demands or offer to settle, approve any withdrawal of any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time that are and held by any a holder who is entitled to demand and properly demands appraisal of such shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 Chapter 23B.13 of the DGCL WBCA (the “Section 262Appraisal Rights”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 2.01(b)Consideration, but instead unless and until such holder shareholder shall have failed to perfect, or shall have effectively withdrawn or lost such shareholder’s rights to appraisal under the WBCA. Such holders of Dissenting Shares shall be entitled to payment of the “fair value” of receive such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer consideration as is determined to be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights due with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Dissenting Shares in accordance with Chapter 23B.13 of the provisions of Section 262. Notwithstanding the foregoingWBCA; provided, however, that if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262Appraisal Rights, then the right of such holder to be paid such consideration as is determined to be due pursuant to Chapter 23B.13 of the “fair value” of such holder’s Appraisal Shares under Section 262 WBCA shall cease and such Appraisal Dissenting Shares shall cease to be Appraisal Shares and be deemed to have been converted at as of the Effective Time into, and shall to have become, become exchangeable solely for the right to receive receive, the Merger Consideration as provided payable in Section 2.01(b)respect of the Shares held by such shareholder, without interest and reduced by the amount of any interest thereonwithholding that is required under applicable Tax Law. The Company shall give prompt written notice promptly deliver to Parent notice of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the CompanyShares, 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, the The Company shall not, not without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to, or offer to make any such payment or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who (i) has not voted such shares of Company Common Stock in favor of the Merger at the Stockholders Meeting, (ii) is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of to Section 262 of the DGCL (“Section 262”), or, pursuant to Section 1301 of California Law, if applicable (“Section 1301”), and complies in all respects with the provisions of Section 262, or, Section 1301, if applicable, and (iii) has not effectively withdrawn or lost the right to demand relief as a dissenting stockholder under the DGCL, or, California Law, if applicable, as of the Effective Time (the “Appraisal Shares”), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b2.1(c), but instead such holder of Appraisal Shares shall only be entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262, or, Section 1301, if applicable. At the Effective Time, the all Appraisal Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to existexist or be outstanding, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of rights as are granted under Section 262, or, Section 1301, if applicable. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 262, or, Section 1301, if applicable, or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262, or, Section 1301, if applicable, then the right rights of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 262, or, Section 1301, if applicable, shall cease to exist and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the such holder’s Merger Consideration as provided in Section 2.01(b2.1(c), without any interest thereon. The Company shall give serve prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, and Parent shall have the right to participate in and, subject to applicable law, direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the First Merger Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in payable pursuant to Section 2.01(b3.1(b)(i), but instead such holder at the First Merger Effective Time shall be entitled become the right to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At 262 of the DGCL, and at the First Merger Effective Time, the Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then (i) such shares of Company Common Stock shall thereupon cease to constitute Appraisal Shares and (ii) the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and if such forfeiture shall occur following the First Merger Effective Time, each such Appraisal Shares Share shall cease to be Appraisal Shares and thereafter be deemed to have been converted at the Effective Time into, into and shall to have become, as of the First Merger Effective Time, the right to receive receive, without interest thereon, the Merger Consideration as provided in accordance with Section 2.01(b), without any interest thereon3.1(b)(i) and Section 3.4. The Company shall give deliver prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL Stock received by the Company, Company and the Company shall provide Parent shall have with the right opportunity to participate in and direct all negotiations and proceedings Proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the First Merger Effective Time, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in any provision of this Agreement to the contrary, including Section 2.01, shares (the “Appraisal Shares”) of Company Common Series A Preferred Stock issued and outstanding immediately prior to the Effective Time that are (other than shares of Company Series A Preferred Stock cancelled in accordance with Section 2.01(b)(i)(2)) and held by any a holder who is entitled to demand and has properly demands exercised appraisal rights of such shares pursuant to, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (“Section 262”) shall not be converted into the right such shares of Company Series A Preferred Stock being referred to receive the Merger Consideration collectively as provided in Section 2.01(b), but instead such holder shall be entitled to payment of the “fair valueDissenting Shares” of until such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any time as such holder fails to perfect or otherwise waives, withdraws withdraws, or loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive the Preferred Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws, or loses such holder’s right to appraisal under pursuant to Section 262 of the DGCL or if a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then the right such shares of such holder to Company Series A Preferred Stock shall be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have treated as if they had been converted at as of the Effective Time into, and shall have become, into the right to receive the Preferred Merger Consideration as provided in accordance with Section 2.01(b2.01(b)(ii)(2), without any interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Book-Entry Share, as the case may be. The Company shall give provide Parent and Holdco prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Series A Preferred Stock, withdrawals any waiver or withdrawal of any such demands demand, and any other instruments served pursuant demand, notice, or instrument delivered to the DGCL received by Company prior to the CompanyEffective Time that relates to such demand, and Parent and Holdco shall have the opportunity and right to participate in direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without Except with the prior written consent of Parent (such consent and Holdco, the Company shall not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to, or settle settle, or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and Shares that are outstanding immediately prior to the Effective Time and that are held by any holder Person who is entitled to demand and properly demands appraisal of such shares Shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b2.2(a), but instead such holder rather the holders of Appraisal Shares shall be entitled to payment of the “fair value” value of such shares Appraisal Shares in accordance with the provisions of Section 262. At 262 (and at the Effective Time, the such Appraisal Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each holder of Appraisal Shares such holders shall cease to have any rights right with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing); provided, however, that if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at as of the Effective Time into, and shall to have become, become exchangeable solely for the right to receive the receive, Merger Consideration as provided in Section 2.01(b2.2(a), without any interest thereon. The Company shall give serve prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Any portion of the Merger Consideration made available by the Exchange Agent pursuant to Section 2.3(a) to pay for Appraisal Shares shall be returned to Parent upon demand.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time that which are held by any holder a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Dissenting Stockholders”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 2.01(b(the “Dissenting Shares”), but instead such holder Dissenting Stockholder shall be entitled to payment receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the “fair value” of such shares in accordance with the provisions of Section 262. At DGCL (and at the Effective Time, the Appraisal such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares such Dissenting Stockholder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL), unless and until such Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such Dissenting Stockholder’s shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive receive, as of the Pre-Effective Time, the Merger Special DividendConsideration for each such share of Company Common Stock, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b)2.1, without any interest thereonthereon and less any withholding Taxes in accordance with Section 2.3(g). The Company shall give Parent (i) prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company, Company relating to stockholders’ rights of appraisal and Parent shall have (ii) the right opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any a holder who is entitled to demand and properly demands appraisal of such shares Shares (“Dissenting Shares”), pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Appraisal Rights”) ), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b)Consideration, but instead shall be converted into the right to receive such consideration as may be due such holder shall be entitled pursuant to payment Section 262 of the “fair value” of DGCL unless such shares in accordance with the provisions of Section 262holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. At the Effective Time, the Appraisal Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Dissenting Shares shall cease to have any rights with respect theretoto such Dissenting Shares, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Dissenting Shares in accordance with the provisions of Section 262262 of the DGCL. Notwithstanding If, after the foregoingEffective Time, if any such holder fails to perfect or otherwise waivesperfect, withdraws or otherwise loses the right to appraisal under Section 262 any such Appraisal Rights or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then the right each such share of such holder to shall no longer be paid the “fair value” of such holder’s Appraisal Shares under Section 262 considered a Dissenting Share and shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at as of the Effective Time into, and shall have become, into the right to receive the Merger Consideration as provided in accordance with Section 2.01(b3.1(c), without any interest thereon. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common StockStock or written threats thereof, withdrawals of such demands and any other instruments served pursuant to the DGCL applicable Law received by the CompanyCompany relating to Stockholders’ rights of appraisal, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, demands or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), but instead such holder shall be entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), without any interest thereon. The Company shall give serve prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, 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, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) Dissenting Shares shall not be converted into the right to receive the applicable portion of the Total Merger Consideration as provided in Section 2.01(b)Consideration, but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to any such Dissenting Shares pursuant to the DGCL. Each holder shall be of Dissenting Shares who, pursuant to the DGCL, becomes entitled to payment of the “fair value” of thereunder for such shares shall receive payment therefor in accordance with the provisions of Section 262DGCL (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). At If, after the Effective Time, the Appraisal any Dissenting Shares shall no longer lose their status as Dissenting Shares, then any such shares shall immediately be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease deemed to have any rights with respect thereto, except converted at the Effective Time into the right to receive the Pre-applicable portion of the Total Merger Special Dividend, any dividends Consideration in accordance with Section 2.02(c) and the right to receive the “fair value” respect of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoingshares as if such shares never had been Dissenting Shares, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled and Acquirer shall issue and deliver to the relief provided by holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 2621.4(a), then following the right satisfaction of such holder to be paid the “fair value” of such holder’s Appraisal Shares under applicable conditions set forth in Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become1.4(a), the right to receive applicable portion of the Total Merger Consideration as provided in Section 2.01(b), without any interest thereonif such shares never had been Dissenting Shares. The Company shall give provide to Acquirer (i) prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stockor purchase received by the Company, withdrawals of such demands and any other instruments related to such demands served pursuant to the DGCL and received by the Company, Company and Parent shall have (ii) the right to participate in direct all negotiations and proceedings on behalf of the Company with respect to such demandsdemands under the DGCL. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent (such Acquirer, which consent shall not to be unreasonably withheld, conditioned conditioned, or delayed), or as otherwise required under the DGCL, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demandsclaim or demand in respect of any Dissenting Shares. Subject to Section 6.2, the payout of consideration under this Agreement to the Converting Holders (other than in respect of Dissenting Shares, which shall be treated as provided in this Section 1.3(d) and under the DGCL) shall not be affected by the exercise or agree to do or commit to do potential exercise of dissenters’ rights under the DGCL by any other Company Stockholder. After Closing, the Acquirer shall consult with and keep the Stockholders’ Agent updated on the status of the foregoingany appraisal matters.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if appraisal rights are available under Delaware law, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Merger I Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in payable pursuant to Section 2.01(b)2.3, but instead such holder at the Merger I Effective Time shall be entitled become the right to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At 262 of the DGCL and at the Merger I Effective Time, the all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and if such forfeiture shall occur following the Election Deadline, each of such holder’s Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Merger I Effective Time into, and shall have become, the right to receive without interest thereon, the Merger Consideration as provided in into which No Election Shares shall have been converted pursuant to Section 2.01(b2.3(e), without any interest thereonsubject to the last sentence of Section 2.3(e). The Company shall give deliver prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands Stock and any other instruments served pursuant to provide Parent with the DGCL received by the Company, and Parent shall have the right opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Merger I Effective Time, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement In accordance with Section 262 of the DGCL, no appraisal rights shall be available to the contrary, shares (the “Appraisal Shares”) holders of Company Common Stock Shares in connection with the Merger. Holders of Company Money Market Preferred Shares which are issued and outstanding immediately prior to the Effective Time that and which are held by any a holder who is has not voted those shares in favor of the approval and adoption of this Agreement, who shall have delivered a written demand for appraisal of those shares in accordance with the DGCL and who, as of the Effective Time, shall not have effectively withdrawn or lost this right to appraisal (the "Dissenting Shares") shall be entitled to demand and properly demands appraisal those rights (but only those rights) as are granted by Section 262 of such shares the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for those Dissenting Shares pursuant to, and who complies in all respects with, the provisions of to Section 262 of the DGCL shall receive payment from the Surviving Corporation in accordance with the DGCL; provided, however, that (“Section 262”i) if any holder of Dissenting Shares shall not be converted into the right have failed to receive the Merger Consideration establish their entitlement to appraisal rights as provided in Section 2.01(b)262 of the DGCL, but instead such (ii) if any holder of Dissenting Shares shall have effectively withdrawn the holder's demand for appraisal of the holder's shares or lost the holder's right to appraisal and payment for the holder's shares under Section 262 of the DGCL or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in Section 262 of the DGCL, the holder shall be entitled to payment of the “fair value” of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses forfeit the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal those Dissenting Shares and each Dissenting Share shall be deemed exchanged pursuant to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b), without any interest thereon1.2.3 of this Agreement. The Company shall give Parent prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, Money Market Preferred Shares and Parent shall have the right to participate in conduct all negotiations and proceedings with respect to such those demands. Prior Any and all amounts paid by the Company to holders of Dissenting Shares shall be paid by the Company solely out of cash of its own on hand or out of its own borrowings. In no event shall the Parent or its Affiliates provide directly or indirectly any funds to the Effective Time, Company in respect of payments to holders of Dissenting Shares or the Company shall not, without the prior written consent repayment of Parent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoingthese borrowings.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b3.01(c), but instead such holder shall be entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate or evidence of shares in book-entry form that immediately prior to the Effective Time represented Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief appraisal as provided by Section 262, then the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b3.01(c), without any interest thereoninterest. The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of any such demands and any other related instruments served pursuant to the DGCL received by the Company, 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, the The Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time and that are is held by any holder a Stockholder who is entitled to demand and has properly demands exercised and perfected appraisal of such shares pursuant to, and who complies in all respects with, the provisions of rights under Section 262 of the DGCL (the “Section 262Dissenting Shares”) shall not be converted into or exchangeable for the right to receive the applicable portion of the Aggregate Merger Consideration as provided set forth in Section 2.01(b2.04(a), but instead such holder shall be entitled to payment of the “fair value” of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer converted into or be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except exchangeable for the right to receive such consideration as shall be determined to be due with respect to such Dissenting Shares pursuant to Section 262 of the Pre-Merger Special DividendDGCL; provided, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of however, that if such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder Stockholder fails to perfect or otherwise waives, effectively withdraws or loses the right to appraisal and payment under Section 262 or a court the DGCL, each share of competent jurisdiction determines that Common Stock held by such holder is not entitled Stockholder immediately prior to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 Effective Time shall cease and such Appraisal Shares shall cease to be Appraisal Shares and thereupon be deemed to have been converted at into and to have become exchangeable for, as of the Effective Time into, and shall have becomeTime, the right to receive the applicable portion of the Aggregate Merger Consideration as provided set forth in Section 2.01(b2.04(a) (without interest), without any interest thereonand such share shall no longer be a Dissenting Share. The Company shall give Parent prompt written notice to Parent of any demands received by it for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other related instruments served pursuant to the DGCL received by the Company, and it. Parent shall have the right right, to the extent reasonably practicable, to receive notice of and participate in all negotiations and proceedings with respect to such demandsdemands and the exercise of such appraisal rights under the DGCL. Prior to the Effective Time, the Company shall not, without Except with the prior written consent of Parent (such consent not and, if prior to be unreasonably withheldthe Closing, conditioned or delayed)the Company, voluntarily no party hereto shall make any payment with respect to, or offer to settle or offer to settle, any such demands, or agree . The Company shall provide to do or commit to do any those Stockholders who did not execute the Written Consent all information required by Section 228 of the foregoingDGCL, including the information with respect to appraisal rights required by Section 262 of the DGCL, and any other Applicable Law (including any other applicable section of the DGCL and the securities laws).

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (if appraisal rights are available under Section 92A.380 of the “Appraisal Shares”) NRS in respect of Company Common Stock the Merger, then Shares that are issued and outstanding immediately prior to the Effective Time that and which are held by any holder stockholders who is entitled to demand have demanded and properly perfected their demands for appraisal of such shares pursuant to, Shares in the time and who complies manner provided in all respects with, the provisions of Section 262 Sections 92A.300 through 92A.500 (inclusive) of the DGCL NRS and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the NRS (“Section 262”) the "Dissenting Shares"), shall not be converted as described in Section 2.7(c) hereof, but shall, by virtue of the Merger, be entitled to only such rights as are granted by Section 92A.380 of the NRS; provided, that if such holder shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the NRS, such holder's Shares shall thereupon be deemed to have been converted, at the Effective Time, as described in Section 2.7(c), into the right to receive the Merger Consideration as provided in Section 2.01(b), but instead such holder shall be entitled to payment of the “fair value” of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b)Consideration, without any interest thereon. The Company shall give Parent (i) prompt written notice to Parent of any written demands for appraisal of any shares of Company Common StockShares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL NRS and received by the CompanyCompany relating to stockholders' rights of appraisal, and Parent shall have (ii) the right opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the NRS. Prior to the Effective Time, the Company shall not, without except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, voluntarily make any payment with respect to, or settle settle, or offer or agree to settle, any such demandsdemand for payment. Any funds paid to holders of Dissenting Shares shall be paid solely out of the assets of the Surviving Corporation and Parent shall not contribute funds to Merger Sub or the Surviving Corporation to fund payments to holders of Dissenting Shares, assume the Surviving Corporation's obligation to make such payment, or agree to do otherwise reimburse the Surviving Corporation, directly or commit to do any indirectly, for such payment. Any portion of the foregoingMerger Consideration made available to the Exchange Agent pursuant to Section 2.8 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

Appraisal Rights. Notwithstanding anything in this Agreement herein to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand demand, and properly demands demands, appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (collectively, the “Section 262Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b3.01(c), but instead such holder shall be entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262262 of the DGCL. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares in accordance with the provisions of Section 262262 of the DGCL. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 of the DGCL shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to convert (or have been converted converted) at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b3.01(c), without any interest thereon. The Company shall give prompt written notice to Parent of any demands for appraisal of any shares of Company Common StockStock or written threats thereof, any withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company, and Parent shall have the right to participate in and direct all negotiations and proceedings Actions with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the First Effective Time that are other than shares cancelled in accordance with Section 2.6(a)(i) or Section 2.6(a)(ii), and held by any holder holders who is are entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the First Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Section 262Dissenting Shares”) ), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b)Consideration, but instead such holder shall be entitled only to payment of the “fair value” value of such shares Shares as shall be determined pursuant to Section 262 of the DGCL in accordance with the provisions respect of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, shares; provided that if any such holder fails shall have failed to perfect or otherwise waives, withdraws shall have effectively withdrawn or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of lost such holder’s Appraisal Shares under Section 262 shall cease and right to appraisal, such Appraisal holder’s Shares shall cease to be Appraisal Shares and be deemed to have been converted at as of the First Effective Time into, and shall have become, into the right to receive the Merger Consideration as provided in Section 2.01(b), without any interest thereonthereon (less any amounts entitled to be deducted or withheld pursuant to Section 2.12), and such shares shall not be deemed to be Dissenting Shares. The Company shall give Parent prompt written notice to Parent of any demands for appraisal of any shares Shares, of Company Common Stock, any withdrawals of such demands and of any other instruments served pursuant to the DGCL received by the CompanyCompany under Section 262 of the DGCL, and Parent shall have the right to participate in (at its own expense) all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any . The Company shall provide each of the foregoingholders of Company Common Stock as of the record date for the purpose of receiving the notice required by Section 262(d) of the DGCL with the notice contemplated thereby as part of the Schedule 14D-9.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and that are outstanding immediately prior to the Effective Time and that are held by any holder Person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) (such shares, “Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), but instead such holder shall be entitled to payment of the “fair value” of such shares in accordance with the provisions of Section 262. At instead, at the Effective Time, by virtue of the Appraisal Shares Merger and without any action on the part of the holder thereof, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, exist and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except represent the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of only those rights provided under Section 262. Notwithstanding the foregoing; provided, however, that if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to receive those rights under and to be paid the “fair value” of such holder’s Appraisal Shares under consideration as is determined pursuant to Section 262 262, shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at as of the Effective Time into, and shall have become, represent only the right to receive receive, the Merger Consideration as provided in Section 2.01(b2.01(c). If the Surviving Corporation makes any payment after the Effective Time with respect to Appraisal Shares to the holders thereof pursuant to such holders’ appraisal rights under Section 262, without then any interest thereonportion of the Merger Consideration relating to such Appraisal Shares held in the Exchange Fund shall be delivered by the Paying Agent to the Surviving Corporation upon demand. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, any withdrawals of any such demands and or any other instruments served pursuant to the DGCL and received by the CompanyCompany relating to the rights of appraisal of the holders of shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings Proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, or otherwise negotiate any such demands, or agree to do or commit to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demand for appraisal or offer to settle or settle any such demand that is not conditioned on consummation of the Merger.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), but instead such holder shall be entitled to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each holder of a certificate or evidence of shares in book-entry form that immediately prior to the Effective Time represented Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b2.01(c), without any interest thereon. The Company shall give serve prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of any such demands and any other related instruments served pursuant to the DGCL received by the Company, 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, the The Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time that and which are held by any holder a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the applicable provisions of Section 262 33-861 of the DGCL CBCA (the “Section 262Dissenting Stockholders”) ), shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 2.01(b(the “Dissenting Shares,” and together with the Cancelled Shares, the “Excluded Shares”), but instead such holder shall be entitled to payment of the “fair value” appraised value of such shares in accordance with the applicable provisions of Section 262. At the CBCA (and at the Effective Time, the Appraisal such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each such holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” appraised value of such Appraisal Dissenting Shares in accordance with the applicable provisions of Section 262. Notwithstanding the foregoingCBCA), if any unless and until such holder fails shall have failed to perfect or otherwise waivesshall have effectively withdrawn or lost rights to appraisal under the CBCA. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, withdraws or loses such holder’s shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to appraisal under Section 262 or a court receive, as of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time intoTime, and shall have become, the right to receive the Merger Consideration as provided for each such share of Company Common Stock, in accordance with Section 2.01(b2.1(a), without any interest thereon. The Company shall give Parent (i) prompt written notice to Parent of any written demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL CBCA and received by the Company, Company relating to stockholders’ rights of appraisal and Parent shall have (ii) the right opportunity to participate in negotiations and proceedings with respect to such demandsdemands for appraisal under the CBCA. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed)Parent, voluntarily make any payment with respect to, or settle settle, or offer or agree to settle, any such demands, or agree to do or commit to do any demand for payment. Any portion of the foregoingMerger Consideration made available to the Paying Agent pursuant to Section 2.2 to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any record holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in payable pursuant to Section 2.01(b3.1(b)(i), but instead such holder at the Effective Time shall be entitled become the right to payment of the “fair value” value of such shares in accordance with the provisions of Section 262. At 262 of the DGCL, and at the Effective Time, the Time all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails shall fail to perfect or otherwise waivesshall waive, withdraws withdraw or loses lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then (i) such shares of Company Common Stock shall thereupon cease to constitute Appraisal Shares and (ii) the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and if such forfeiture shall occur following the Effective Time, each such Appraisal Shares Share shall cease to be Appraisal Shares and thereafter be deemed to have been converted at into and to have become, as of the Effective Time into, and shall have becomeTime, the right to receive receive, without interest thereon, the Merger Consideration as provided in Section 2.01(b), without any interest thereonConsideration. The Company shall give deliver prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands Stock and any other instruments served pursuant to the DGCL received by Company shall provide Parent with the Company, and Parent shall have the right opportunity to participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrarycontrary (but subject to this Section 2.2), shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any record holder who has not voted in favor of or consented to the Merger and who is entitled to demand and has properly demands appraisal demanded to be paid fair value of such shares pursuant to, and who complies of Company Common Stock in all respects with, the provisions of accordance with Section 262 of the DGCL (the “Section 262Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in payable pursuant to Section 2.01(b2.1(b), but instead such holder at the Effective Time the holders of Appraisal Shares shall be entitled to payment only such rights as are granted by Section 262 of the “fair value” of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262DGCL. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then the right of such holder to be paid the “fair value” value of such holder’s Appraisal Shares under Section 262 of the DGCL shall be forfeited and cease and each of such holder’s Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive receive, without interest thereon, the Merger Consideration as provided in Section 2.01(b), without any interest thereonConsideration. The Company shall give deliver prompt written notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands Stock and any other instruments served pursuant provide Parent with the opportunity to the DGCL received by the Company, and Parent shall have the right to reasonably participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under Section 262 of the DGCL. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned delayed or delayed), voluntarily conditioned) make any payment with respect to, or settle or offer to settle, or waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights with respect to any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in Company Shares that have not been voted for approval of this Agreement or consented thereto in writing and with respect to which written objection to the contrary, shares (the “Appraisal Shares”) of Company Common Stock issued and outstanding immediately prior to the Effective Time that are held by any holder who is entitled to demand and Merger has been properly demands appraisal of such shares pursuant to, and who complies made in all respects with, the provisions of accordance with Section 262 of the DGCL (“Section 262Dissenting Shares”) ), shall not be converted into the right to receive from Parent the Merger Consideration as provided in Section 2.01(b), but instead Parent Shares otherwise issued with respect to such holder shall be entitled to payment of Company Shares at or after the “fair value” of such shares in accordance with the provisions of Section 262Effective Time. At the Effective Time, the Appraisal all Dissenting Shares shall no longer be outstanding and automatically shall automatically be canceled cancelled and shall cease to exist, and and, except as provided by applicable law, each holder of Appraisal Dissenting Shares shall cease to have any rights with respect theretoto the Dissenting Shares, except other than such rights as are granted by Section 262 of the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262DGCL. Notwithstanding the foregoing, if any such a holder fails of Dissenting Shares (a “Dissenting Shareholder”) shall fail to validly perfect or otherwise waivesshall waive or withdraw his, withdraws her or loses its objection or demand for payment of the right fair value of his, her or its Shares, or if such Dissenting Shares (or such other Company Shares with respect to which appraisal under Section 262 rights have not terminated) become ineligible for such payment or if a court of competent jurisdiction determines shall determine that such holder Dissenting Shares is not entitled to relief under Section 262 of the relief provided by Section 262DGCL, then then, as of the right Effective Time or the occurrence of such holder to be paid the “fair value” event of withdrawal or ineligibility, whichever last occurs, such holder’s Appraisal Dissenting Shares under Section 262 shall cease and such Appraisal Shares shall will cease to be Appraisal Dissenting Shares (or, in the case of such other Company Shares, the appraisal rights shall have terminated) and each such Company Share will be deemed converted into the right to receive, and will be exchangeable for, the Parent Shares into which such Dissenting Shares would have been converted at the Effective Time into, and shall have become, the right pursuant to receive the Merger Consideration as provided in Section 2.01(b4.1(a), without any interest thereoninterest. The Company shall promptly give prompt written Parent notice to Parent of any demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant objection to the DGCL Merger received by the CompanyCompany from a Dissenting Shareholder, and Parent shall have the right reasonable opportunity, at its sole expense, to participate in all negotiations and proceedings with respect to such demandsobjection. Prior to the Effective TimeThe Company agrees that, the Company shall not, without except with the prior written consent of Parent (such consent Parent, or as required under the DGCL, it will not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer or agree to settle, any such demandsobjection. Each Dissenting Shareholder or other shareholder who, or agree pursuant to do or commit to do any the provisions of Section 262 of the foregoingDGCL, becomes entitled to payment of the fair value of the Dissenting Shares will receive payment therefor after the fair value therefor has been agreed upon or finally determined pursuant to such provisions, and any Parent Shares that would have been issued with respect to such Dissenting Shares will be retained by Parent.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time that which are held by any holder a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who (a) is entitled to demand and properly demands appraisal of such shares pursuant to, to and who (b) complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Dissenting Stockholder Shares”, and each stockholder holding Dissenting Stockholder Shares, a “Dissenting Stockholder”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 2.01(b)Consideration, but instead such holder Dissenting Stockholder shall be entitled to payment receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the “fair value” of such shares in accordance with the provisions of Section 262. At DGCL (and at the Effective Time, the Appraisal such Dissenting Stockholder Shares shall no longer be outstanding and shall automatically be canceled cancelled and shall cease to exist, and each holder of Appraisal Shares such Dissenting Stockholder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL), unless and until such Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such Dissenting Stockholder’s shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive receive, as of the Pre-Effective Time, the Merger Special DividendConsideration for each such share of Company Common Stock, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder fails to perfect or otherwise waives, withdraws or loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.01(b)2.01, without any interest thereonthereon and less any applicable withholding taxes. The Company shall give Parent (i) prompt written notice to Parent of any written demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company, Company relating to stockholders’ rights of appraisal and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent (such consent not to be unreasonably withheldParent, conditioned or delayed), voluntarily make any payment with respect to, to any such demands for appraisal of any shares or settle or offer to settle, settle any such demands, or agree to do or commit to do any of the foregoing.