Common use of Appraisal Rights Clause in Contracts

Appraisal Rights. Subject to the last sentence of this Section 3.02(f), no Dissenting Stockholder shall be entitled to receive the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, Company Shares that are outstanding immediately prior to the First Merger Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of this such shares pursuant to, and who complies in all respects with, Section 3.02(f), no Dissenting Stockholder 262 of the DGCL (“Appraisal Shares”) shall not be entitled converted into the right to receive the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder as provided in Section 3.1(a)(i), but instead shall be entitled canceled and shall represent the right to receive only those rights provided under Section 262 of the payment provided by DGCL; provided, that if any such Person shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL, then the right of such Person to receive those rights under Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder shall cease and such Dissenting Stockholder Appraisal Shares shall cease be deemed to have any other rights with respect been converted as of the First Merger Effective Time into, and shall represent only the right to such Dissenting Shares. receive, the Merger Consideration as provided in Section 3.1(a)(i), without interest thereon. (b) The Company shall give Parent (i) prompt notice and copies to Parent of any written demands received by the Company for appraisal, actual, attempted or purported appraisal of any Company Shares (as well as withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are the DGCL and received by the Company relating to the Company’s stockholders’ demands rights of appraisal in accordance with the provisions of Section 262 of the DGCL), and (ii) a reasonable opportunity Parent shall have the right to direct participate in all negotiations and Proceedings Actions with respect to any demand for appraisal under such demands and the DGCLCompany shall consider in good faith comments or suggestions proposed by Parent with respect to such demands. Prior to the First Merger Effective Time, including any determination to the Company shall not, without the prior written consent of Parent, make any payment or deposit with respect to, or settle or offer to settle, any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior such demands. Prior to the entry of judgment in the Proceedings regarding appraisal. The Company First Merger Effective Time, Parent shall not, except with the prior written consent of Parentthe Company, voluntarily require the Company to make any payment or deposit with respect to any demands for appraisals, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock outstanding immediately prior to the Effective Time and held by a holder that has the right to receive payment of the fair value of such holder's shares pursuant to Section 3.02(f), no 910 of the BCL and has complied with the provisions of Section 623 of the BCL ("Dissenting Stockholder Shares") shall not be entitled converted into the right to receive the Series B Preferred Stock Merger Consideration, Series C Preferred Stock Merger Consideration with respect or Series D Preferred Stock Merger Consideration, as applicable, unless such holder fails to perfect or withdraws or otherwise loses such holder's right to appraisal. If after the Dissenting Shares owned by Effective Time such Dissenting Stockholder and each Dissenting Stockholder holder fails to perfect or withdraws or loses such holder's right to appraisal, such shares shall be entitled treated as if they had been converted as of the Effective Time into the right to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting SharesSeries B Preferred Stock Merger Consideration, Series C Preferred Stock Merger Consideration or Series D Preferred Stock Merger Consideration, as applicable. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating for appraisal of shares, and Parent shall have the right to the Company’s stockholders’ demands of appraisal participate in and (ii) a reasonable opportunity to direct control all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary and to the extent available under the DGCL, Yankees Shares that are outstanding immediately prior to the Effective Time and that are held by holders of this Section 3.02(f), no Dissenting Stockholder Yankees Shares who shall be entitled to receive have neither voted in favor of the Merger Consideration nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Yankees Shares in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL (collectively, the “Dissenting Shares”), shall not be converted into, or represent the right to receive, the Merger Consideration. Such Yankees stockholders shall be entitled instead to receive payment of the fair value of such Yankees Shares held by them in accordance with respect to the provisions of such Section 262, except that all Dissenting Shares owned held by holders of Yankees Shares who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Dissenting Stockholder and Yankees Shares under such Dissenting Stockholder Section 262 shall cease thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Standard Election, without any other rights interest thereon, in accordance with respect to such Dissenting Shares. The Company Section 2.1(c). (b) Yankees shall give Parent Braves (i) prompt notice and copies of any written demands for appraisalappraisal received by Yankees, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are the DGCL and received by the Company relating to the Company’s stockholders’ demands of appraisal Yankees and (ii) a reasonable the opportunity to direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company Yankees shall not, except with the prior written consent of ParentBraves, voluntarily make any payment or deposit with respect to any demands for appraisals, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of this Section 3.02(fthe Merger (the "Dissenting Shares"), no which stockholders comply with all of the relevant provisions of Delaware Law (the "Dissenting Stockholder Stockholders"), shall not be entitled converted into or be exchangeable for the right to receive the Merger Consideration with respect Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under Delaware Law. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Company Common Stock shall thereupon be converted into and become exchangeable for the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled right to receive only the payment provided by Section 262 receive, as of the DGCL with respect to Effective Time, the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent (ia) prompt notice and copies of any written demands for appraisal, actualappraisal of any Company Common Stock, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Delaware Law that are and received by the Company relating to the Company’s stockholders’ demands ' rights of appraisal appraisal, and (iib) a reasonable the opportunity to direct direct, in its reasonable business judgment, all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under Delaware Law. Neither the DGCL, including any determination to make any payment or deposit with respect to any of Company nor the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall notSurviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder Shareholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Company Common Stock held by such Dissenting Shares Shareholder shall become Eligible Shares and thereupon be treated as though such Company Common Stock had been converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIISection 1.6.1.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Company Common Shares or Company Class B Shares held by a dissenting shareholder (“Dissenting Shares”) for the purposes of this Section 3.02(f)106 of the Companies Act (a “Dissenting Shareholder”) shall not be exchanged for the applicable consideration as provided in Section 3.1, no Dissenting Stockholder but, instead, shall be entitled 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 with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment applicable consideration as provided by in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares3.1. The Company shall give Parent Parent: (i) prompt notice and copies of the existence of any written demands for appraisalDissenting Shareholder, actualincluding any application to the Supreme Court of Bermuda pursuant to Section 106 of the Companies Act, attempted withdrawals or purported withdrawals of such demands, applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are the Companies Act and received by the Company relating to any Dissenting Shareholder’s rights to be paid the Companyfair value of such Dissenting Shareholder’s stockholders’ demands Dissenting Shares, as provided in Section 106 of appraisal the Companies Act; and (ii) a reasonable the opportunity and right to direct participate in any and all substantive negotiations and Proceedings proceedings with respect to demands for appraisal under the Companies Act. Except as required by the Companies Act or other applicable law, the Company shall not (i) make any payments with respect to any demand by the holder(s) of Dissenting Shares for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(hShares, (ii) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize (iii) waive any failure to 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 foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIICompanies Act.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares under Section 3.02(f)607.1302 et seq. of the FBCA (the “Appraisal Rights”, no and such shares referred to collectively as the “Dissenting Stockholder 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 Common Stock Consideration or Fractional Share Consideration, as applicable. Such holders shall be entitled to receive the Merger Consideration with respect such consideration as is determined to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights due with respect to such Dissenting SharesShares in accordance with the FBCA; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the Appraisal 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 FBCA shall cease and such Dissenting 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 applicable Common Stock Consideration or Fractional Share Consideration, without interest. The Company shall give provide Parent (ia) prompt written notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating for appraisal of shares of Company Stock, any withdrawal of any such demand and any other demand, notice, instrument delivered to the Company’s stockholders’ demands of appraisal Company prior to the Effective Time pursuant to the FBCA that relate to such demand, and (iib) a reasonable Parent shall have the opportunity and right to direct all negotiations and Proceedings proceedings with respect to any demand for appraisal such demands and the exercise of Appraisal Rights under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalapplicable Law. The Company shall not, except Except with the prior written consent of Parent, voluntarily make or to the extent required by applicable Law, the Company shall not take any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration action with respect to such Eligible Shares pursuant demands (including making any payment with respect to, or offering to this Article IIIsettle or settling or approving any withdrawal of, any such demands).

Appraisal Rights. Subject to the last sentence Shares of Company Common Stock that have not been voted for adoption of this Section 3.02(f), no Dissenting Stockholder shall be entitled to receive the Merger Consideration Agreement and with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by which appraisal has been properly demanded in accordance with Section 262 of the DGCL (“Dissenting Shares”) will not be converted into the right to receive the Company Merger Consideration at or after the Effective Time unless and until the holder of such shares (a “Dissenting Stockholder”) withdraws such demand for such appraisal (in accordance with respect to Section 262(k) of the DGCL) or becomes ineligible for such appraisal. If a holder of Dissenting Shares owned by withdraws such demand for appraisal (in accordance with Section 262(k) of the DGCL) or becomes ineligible for such appraisal, then, as of the Effective Time or the occurrence of such event, whichever last occurs, each of such holder’s Dissenting Stockholder and such Dissenting Stockholder shall Shares will cease to have any other rights with respect be a Dissenting Share and will be converted as of the Effective Time into and represent the right to such Dissenting Sharesreceive the Company Merger Consideration, without interest thereon. The Company shall give Parent (i) Holdco and GameStop prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands rights of appraisal appraisal, and, prior to the Effective Time Holdco and (ii) a reasonable opportunity GameStop shall have the right to direct participate in, and after the Effective Time Holdco shall have the right to direct, all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalsuch demands except as required by applicable Law. The Company shall not, except with the prior written consent of ParentHoldco and GameStop, voluntarily which may be given or withheld in its sole discretion, make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit unless and to the extent required to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right so under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIIapplicable Law.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Company Capital Stock that are outstanding immediately prior to the First Effective Time and which are held by stockholders or owned by beneficial owners who have exercised and perfected appraisal rights for such shares of Company Capital Stock in accordance with the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration described in Section 3.02(f), no ‎2.5 attributable to such Dissenting Stockholder Shares. Such stockholders or beneficial owners shall be entitled to receive payment of the fair value of such shares of Company Capital Stock held by them in accordance with the DGCL, unless and until such stockholders or beneficial owners fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Dissenting Shares held by stockholders or owned by beneficial owners who shall have failed to perfect or shall have effectively withdrawn or lost their right to appraisal of such shares of Company Capital Stock under the DGCL (whether occurring before, at or after the First Effective Time) shall thereupon be deemed to be converted into and to have become exchangeable for, as of the First Effective Time, the right to receive the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect Consideration, without interest, attributable to such Dissenting Shares. Shares upon their surrender in the manner provided in Sections ‎2.5 and ‎2.7. (b) The Company shall give Parent (i) prompt written notice and copies of any written demands for appraisalby dissenting stockholders or beneficial owners received by the Company, actual, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are on the Company and any material correspondence received by the Company relating in connection with such demands, and Parent shall have the right to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalsuch demands. The Company shall not, except with the P▇▇▇▇▇’s prior written consent of Parentconsent, voluntarily not to be unreasonably withheld, delayed or conditioned, make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands demands, or approve any withdrawal of any such demands, demands or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares ("APPRAISAL SHARES") of this Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands appraisal of such Appraisal Shares pursuant to, and who complies in all respects with, Sections 86 through 97 of the BCL (the "APPRAISAL PROVISIONS") shall not be converted into Merger Consideration as provided in Section 3.02(f2.01(c), no Dissenting Stockholder but rather the holders of Appraisal Shares shall be entitled to receive payment of the fair value of such Appraisal Shares in accordance with the Appraisal Provisions; PROVIDED, HOWEVER, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the Appraisal Provisions, then the right of such holder to be paid the fair value of such holder's Appraisal Shares 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, Merger Consideration with respect as provided in Section 2.01(c). The Company shall serve prompt notice to Parent of any demands received by the Dissenting Shares owned by such Dissenting Stockholder Company for appraisal of any shares of Company Common Stock, and each Dissenting Stockholder Parent shall be entitled have the right to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder participate in and such Dissenting Stockholder shall cease to have any other rights direct all negotiations and proceedings with respect to such Dissenting Sharesdemands. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating Prior to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct all negotiations and Proceedings with respect to any demand for appraisal under Effective Time, the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 3.02(f), no Dissenting Stockholder shall be the Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to receive the Merger Consideration with respect to the Dissenting Shares owned by demand and properly demands appraisal of such Dissenting Stockholder shares of Company Common Stock (“Appraisal Shares”) pursuant to, and each Dissenting Stockholder shall be entitled to receive only the payment provided by who complies in all respects with, Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder (“Section 262”) shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c), but rather the holders of Appraisal Shares shall be entitled to payment of the fair value of such Appraisal Shares in accordance with 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 the fair value of such holder’s Appraisal Shares 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 as provided in Section 2.01(c). The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of the Company Common Stock. The Company shall give Parent the opportunity to participate in all negotiations and proceedings with respect to such Eligible Shares pursuant demands. Prior to this Article IIIthe Effective Time, the Company shall not, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), make any payment with respect to, settle or offer to settle, or waive any failure to timely deliver a written demand or timely take any other action with respect to any such demands, or agree to do any of the foregoing.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Section 3.02(f)Company Common Stock (excluding any Cancelled Shares) that are outstanding immediately prior to the Effective Time and which are held by stockholders who have exercised and perfected appraisal rights for such shares of Company Common Stock in accordance with the DGCL (collectively, no the “Dissenting Stockholder Shares”) shall not be converted into or represent the right to receive the Merger Consideration attributable to such Dissenting Shares. Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Common Stock held by them in accordance with the DGCL, unless and until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Dissenting Shares held by stockholders who shall have failed to perfect or shall have effectively withdrawn or lost their right to appraisal of such shares of Company Common Stock under the DGCL (whether occurring before, at or after the Effective Time) shall thereupon be deemed to be converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect Consideration, without interest, attributable to such Dissenting Shares. Shares upon their surrender in the manner provided in Section 2.1 and Section 2.3. (b) The Company shall give Parent (i) prompt written notice and copies of any written demands received by the Company for appraisal, actualappraisal of Company Common Stock or exercise of dissenter’s rights or similar rights, attempted or purported written withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are on the Company and any correspondence received by the Company relating to the Company’s stockholders’ demands of appraisal in connection with such demands, and (ii) a reasonable the opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand for exercise of such appraisal rights or dissenter’s rights under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands demands, or approve any withdrawal of any such demands, demands or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares (the "DISSENTING SHARES") that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of this Section 3.02(f), no Dissenting Stockholder shall be entitled to receive the Merger Consideration and who comply with respect to all of the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by relevant provisions of Section 262 of the DGCL with respect (the "DISSENTING STOCKHOLDERS") shall not be converted into or be exchangeable for the right to receive the Dissenting Shares owned by Merger Consideration, unless and until such Dissenting Stockholder and 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 cease 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 Effective Time, the Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actualappraisal of any Shares, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are the DGCL and received by the Company relating to the Company’s stockholders’ demands ' rights of appraisal appraisal, and (ii) a reasonable the opportunity to direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of . Neither the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of Company nor the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall notSurviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares shall become Eligible Shares and thereupon had been converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIISection 3.1(c).

Appraisal Rights. Subject (i) Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 3.02(f), no Dissenting Stockholder shall be entitled to receive the Merger Consideration with respect Company Common Stock that are issued and outstanding immediately prior to the Dissenting Shares Effective Time and that are owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only stockholders that have properly perfected their rights of appraisal within the payment provided by meaning of Section 262 of the DGCL with respect (the "Dissenting Shares") shall not be converted into the right to receive the Merger Consideration, unless and until such stockholders shall have failed to perfect any available right of appraisal under applicable law, but, instead, the holders thereof shall be entitled to payment of the appraised value of such Dissenting Shares owned in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right of appraisal, the shares of Company Common Stock held by such stockholder shall not be deemed Dissenting Stockholder Shares for purposes of this Agreement and such Dissenting Stockholder shall cease thereupon be deemed to have any other rights been converted into the Merger Consideration at the Effective Time in accordance with respect to such Dissenting Shares. The Section 2.6(b). (ii) Company shall give Parent (iA) prompt notice and copies of any written demands for appraisalappraisal filed pursuant to Section 262 of the DGCL received by Company, actual, attempted or purported withdrawals of such demands, demands and any other instruments served or delivered in connection with such demands pursuant to (or purportedly pursuant to) applicable Law that are the DGCL and received by the Company relating to the Company’s stockholders’ demands of appraisal and (iiB) a reasonable the opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand for appraisal under demands made pursuant to Section 262 of the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily (x) make any payment or deposit with respect to any demands for appraisalssuch demand, (y) offer to settle or settle any such demands demand or approve (z) waive any withdrawal of failure to timely deliver a written demand for appraisal or timely take any such demands, or agree, authorize or commit other action to do any of perfect appraisal rights in accordance with the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIIDGCL.

Appraisal Rights. Subject Notwithstanding any other provision of this Agreement to the last sentence contrary, shares of this Section 3.02(fHSB Common Stock that are outstanding immediately prior to the Effective Time and which are held by an HSB Shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 14-2-1321 and 14-2-1323 of the GBCC (collectively, the “Appraisal Shares”), no Dissenting Stockholder shall not be converted into or represent the right to receive the Merger Consideration. Such HSB Shareholders instead shall be entitled to receive payment of the fair value of such shares held by them in accordance with Sections 14-2-1301 to 14-2-1332 of the GBCC, except that all Appraisal Shares held by HSB Shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights as dissenting shareholders under the GBCC shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Merger Consideration with respect pursuant to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares2.7. The Company HSB shall give Parent ABCB (i) prompt notice and copies of any written demands for appraisal, actualpayment of fair value of any shares of HSB Common Stock, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are the GBCC and received by the Company HSB relating to the Company’s stockholdersshareholders’ demands of appraisal dissenters’ rights and (ii) a reasonable the opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand for appraisal demands under the DGCL, including any determination to make any payment or deposit GBCC consistent with respect to any the obligations of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalHSB thereunder. The Company HSB shall not, except with the prior written consent of ParentABCB, voluntarily make any payment or deposit with respect to any demands for appraisalssuch demand, offer to settle or settle any such demands demand for payment of fair value or approve waive any withdrawal failure to timely deliver a written demand for payment of fair value or timely take any such demands, or agree, authorize or commit other action to do any perfect payment of fair value rights in accordance with the foregoingGBCC. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 Any portion of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect made available to such Eligible Shares pursuant the Exchange Agent to this Article IIIpay for shares of HSB Common Stock for which appraisal rights have been perfected shall be returned to ABCB upon demand.

Appraisal Rights. Subject (a) Notwithstanding anything to the last sentence contrary contained in this Agreement, any shares of this Section 3.02(f), no Dissenting Stockholder shall be entitled to receive the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law Common Stock that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting constitute Appraisal Shares shall become Eligible Shares and thereupon not be converted into the right to receive the Merger Consideration and each holder of Appraisal Shares shall be entitled only to receive such consideration as is determined to be due with respect to such Eligible Appraisal Shares pursuant to this Article IIISection 262 of the DGCL. From and after the Effective Time, a holder of Appraisal Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If any holder of Appraisal Shares shall fail to perfect or shall otherwise waive, withdraw or lose such holder’s right to appraisal under Section 262 of the DGCL, then (i) the right of such holder to be paid such consideration as is determined to be due pursuant to Section 262 of the DGCL shall cease, and (ii) such Appraisal Shares shall be deemed to have been converted as of the Effective Time into and have become exchangeable only for the right to receive (upon the surrender of the Company Stock Certificates or Book Entry Shares previously representing such Appraisal Shares) the Merger Consideration, without interest and reduced by the amount of any withholding that is required under applicable Tax Law, in accordance with Section 2.5. (b) The Company shall give Parent (i) written notice within 24 hours of any demand by any stockholder of the Company for appraisal of such stockholder’s Company Common Stock pursuant to Section 262 of the DGCL, any written waiver or withdrawal of any such demand, and any other demand, notice or instrument delivered to the Company prior to the Effective Time that relates to such demand, and (ii) the opportunity to participate in, and direct all negotiations and proceedings with respect to any such demand. The Company shall not make any payment with respect to any demands for appraisal or settle any such demands for appraisal without the prior written consent of Parent.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Company Capital Stock that are issued and outstanding immediately prior to the Effective Time and which are owned by stockholders who have validly exercised appraisal rights or dissenters’ rights for such shares of Company Capital Stock in accordance with the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the per share amount of the Merger Shares described in Section 3.02(f), no 1.5 attributable to such Dissenting Stockholder Shares. Such stockholders shall be entitled to receive payment of the Merger Consideration appraised value of such shares of Company Capital Stock owned by them in accordance with respect the DGCL, unless and until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Dissenting Shares owned by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their right to appraisal of such Dissenting Stockholder shares of Company Capital Stock under the DGCL shall thereupon be deemed to be converted into and each Dissenting Stockholder shall be entitled to have become exchangeable for, as of the Effective Time, the right to receive only the payment provided by Section 262 per share amount of the DGCL with respect to the Dissenting Merger Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect attributable to such Dissenting Shares. , upon their surrender in the manner provided in Section 1.8. (b) The Company shall give Parent (i) prompt written notice and copies of any written demands for appraisalby dissenting stockholders received by the Company, actual, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are on the Company and any material correspondence received by the Company relating in connection with such demands and Parent shall have the right to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalsuch demands. The Company shall not, except Except with the prior written consent of Parent, voluntarily or to the extent required by applicable law, the Company shall not make any payment or deposit with respect to any demands for appraisalsto, or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Company Capital Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who have exercised and perfected appraisal rights for such shares of Company Capital Stock in accordance with the DGCL(collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration described in Section 3.02(f), no 1.5 attributable to such Dissenting Stockholder Shares. Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Capital Stock held by them in accordance with the DGCL unless and until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Dissenting Shares held by stockholders who shall have failed to perfect or shall have effectively withdrawn or lost their right to appraisal of such shares of Company Capital Stock under the DGCL (whether occurring before, at or after the Effective Time) shall thereupon be deemed to be converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect Consideration, without interest, attributable to such Dissenting Shares. The Shares upon their surrender in the manner provided in Sections 1.5 and 1.7. (b) During the Pre-Closing Period, the Company shall give Parent (i) prompt written notice and copies of any written demands for appraisalby dissenting stockholders received by the Company, actual, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are on the Company and any material correspondence received by the Company relating to in connection with such demands, and the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity Company shall have the right to direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under such demands; provided that Parent shall have the DGCL, including any determination right to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment participate in the Proceedings regarding appraisalsuch negotiations and proceedings. The Company shall not, except with the ▇▇▇▇▇▇’s prior written consent of Parentconsent, voluntarily not to be unreasonably withheld, delayed or conditioned, make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands demands, or approve any withdrawal of any such demands, demands or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence of this Section 3.02(f), no Dissenting Stockholder shall be entitled to receive the Merger Consideration with respect contrary and to the Dissenting Shares owned extent available under the DGCL, shares of Company Common Stock that are outstanding immediately prior to the First Effective Time and that are held by Company Holders who shall have neither voted in favor of the Mergers nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with respect all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Shares owned by such Dissenting Stockholder Shares”) shall not be converted into, and such Dissenting Stockholder stockholders shall cease have no right to receive, the Aggregate Transaction Consideration unless and until such Company Holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any Company ▇▇▇▇▇▇ who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under Section 262 of the DGCL, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the First Effective Time, the right to receive the applicable Aggregate Transaction Consideration, without any other rights with respect interest thereon. (b) Prior to such Dissenting Shares. The the Closing, the Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are appraisal rights received by the Company relating to the Company’s stockholders’ in writing and any withdrawals of such demands of appraisal made in writing, and (ii) a reasonable the opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of ParentParent (which consent shall not be unreasonably conditioned, voluntarily withheld or delayed), make any payment or deposit with respect to any demands for appraisals, appraisal rights or offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject to the last sentence No holder of this Section 3.02(f), no Dissenting Stockholder Shares (a “Dissenting Stockholder”) shall be entitled to receive the any Merger Consideration with or dividends or other distributions pursuant to Section 4.2(c) in respect to the of such Dissenting Shares owned by unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to seek appraisal of its Dissenting Stockholder Shares under the DGCL, and each any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Stockholder. If any person who otherwise would be deemed a Dissenting Stockholder shall cease have failed properly to perfect or shall have any other rights effectively withdrawn or lost the right to seek appraisal with respect to any Dissenting Shares, such Dissenting SharesShares shall thereupon be treated as though such Dissenting Shares had been converted into the Merger Consideration pursuant to Section 4.1. The Company Cameron shall give Parent Schlumberger US (ia) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Applicable Law that are received by the Company Cameron relating to the Company’s stockholders’ demands rights of appraisal and (iib) a reasonable the opportunity to direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company Cameron shall not, except with the prior written consent of ParentSchlumberger US, voluntarily make any payment or deposit with respect to any demands for appraisalsappraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands. For purposes of this Agreement, or agree, authorize or commit “Dissenting Shares” means shares of Cameron Common Stock as to do any of which the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under holder thereof has exercised appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIIDGCL.

Appraisal Rights. Subject to the last sentence of this Section 3.02(f4.3(f), no Dissenting Stockholder shall be entitled to receive the Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. Notwithstanding the foregoing, if any Dissenting Shares lose their status as such (through failure to perfect, waiver, effective withdrawal or otherwise), then, as of the later of the Effective Time or the date of loss of such status, each such Dissenting Share shall automatically be converted into or shall be deemed to have been, as of the Effective Time, converted into, as applicable, and shall represent only the right to receive, the Per Share Merger Consideration in accordance with Section 4.1(a), after the surrender of the Certificate(s) or Book-Entry Shares, as applicable, representing such Shares in accordance with this Agreement. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal appraisal. Parent shall have the right to participate in and (ii) a reasonable opportunity to direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Per Share Merger Consideration with respect to such Eligible Shares pursuant to this Article IIIIV.

Appraisal Rights. Subject None of the shares of Company Common Stock issued and outstanding immediately prior to the last sentence Effective Time, the holder of this Section 3.02(f), no Dissenting Stockholder shall be entitled to receive which has neither voted in favor of the Merger Consideration or consented thereto in writing pursuant to Section 228 of the DGCL and who has demanded such holder’s right to appraisal in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect (such shares, the “Dissenting Shares” and each, a “Dissenting Share”), and who has not effectively withdrawn or lost such holder’s rights to appraisal, shall be converted into the right to receive the Per Share Merger Consideration. At the Effective Time, all Dissenting Shares owned by such Dissenting Stockholder shall be canceled and such Dissenting Stockholder shall cease to have exist and shall represent the right to receive only those rights provided under the DGCL. If, after the Effective Time, any other holder of a Dissenting Share withdraws, loses or fails to perfect such holder’s rights with respect to appraisal, such Dissenting SharesShare shall be treated as if it had been converted, as of the Effective Time, into the Per Share Merger Consideration. The holders of Dissenting Shares shall be entitled only to those rights granted under Section 262 of the DGCL. The Company shall give promptly notify Parent (i) prompt notice and copies upon receipt of any written demands for appraisal, actual, attempted or purported appraisal under Section 262 of the DGCL and any withdrawals of such demands, demands and any other instruments served pursuant Parent shall have the right to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of this Section 3.02(f), no the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the NRS (the “Dissenting Stockholder Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive such payment from the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights Surviving Corporation with respect to such Dissenting SharesShares as shall be determined pursuant to the NRS; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal and payment under the NRS, each such Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive, without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give Parent (i) prompt notice and copies to Parent of any written demands received by the Company for appraisal, actual, appraisals of any Shares and attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are Section 92A.440 of the NRS and received by the Company relating to rights to be paid the Company’s stockholders’ demands “fair value” of appraisal Dissenting Shares, as provided in Section 92A.320 of the NRS, and (ii) a reasonable opportunity Parent shall have the right to direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment or deposit with respect to any demands for appraisalsappraisals of Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, any shares of this Keystone Common Stock that are outstanding immediately prior to the U.S. Merger Effective Time and which are held by Keystone Stockholders who have exercised and perfected appraisal rights for such shares of Keystone Common Stock in accordance with the DGCL (collectively, the “Keystone Dissenting Shares”) shall not be converted into or represent the right to receive the applicable portion of the Keystone Merger Consideration described in Section 3.02(f), no 3.3(a) attributable to such Keystone Dissenting Stockholder Shares. Such Keystone Stockholders shall be entitled to receive payment of the appraised value of such shares of Keystone Common Stock held by them in accordance with the DGCL, unless and until such Keystone Stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Keystone Dissenting Shares held by Keystone Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their right to appraisal of such shares of Keystone Common Stock under the DGCL shall thereupon be deemed to be converted into and to have become exchangeable for, as of the U.S. Merger Effective Time, the right to receive the applicable portion of the Keystone Merger Consideration with respect attributable to the such Keystone Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only upon their surrender in the payment manner provided by in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company 3.3(a). (b) Keystone shall give Parent (i) Check-Cap prompt written notice and copies of any written demands for appraisalby dissenting Keystone Stockholders received by Keystone, actual, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are on Keystone and any material correspondence received by the Company relating to the CompanyKeystone in connection with such demands. Keystone shall not, without Check-Cap’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCLprior written consent, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall notto, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding anything to the last sentence contrary set forth in this Agreement, all shares of this Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a stockholder who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly and validly exercised such stockholder’s statutory rights of appraisal in respect of such shares of Company Common Stock in accordance with Section 3.02(f)262 of the DGCL (“Dissenting Company Shares”) shall not be converted into, no Dissenting Stockholder or represent the right to receive, the Merger Consideration pursuant to Section 2.1 and Section 2.3. Any such stockholder shall be entitled to receive payment of the Merger Consideration with respect to the Dissenting Shares owned by appraised value of such Dissenting Stockholder and each Company Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that notwithstanding the foregoing, all Dissenting Stockholder Company Shares held by a stockholder who shall be entitled have failed to receive only the payment provided by perfect or who shall have effectively withdrawn or lost such stockholder’s statutory right to appraisal of such Dissenting Company Shares under such Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease thereupon be deemed to have been converted into, and to have become exchangeable for, the right to receive the Merger Consideration, without any other rights with respect to interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Dissenting Sharesshares of Company Common Stock in the manner set forth in Section 2.3. The Company shall give Parent (ix) prompt notice and copies of any written demands for appraisalappraisal received by the Company, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are DGCL and received by the Company relating to the Company’s stockholders’ demands in respect of appraisal Dissenting Company Shares and (iiy) a reasonable the opportunity to direct and control all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL, including any determination to make any payment or deposit with DGCL in respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalCompany Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, appraisal or settle or offer to settle or settle any such demands or approve any withdrawal for payment in respect of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Company Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Company Common Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who neither voted in favor of the Merger or consented thereto in writing pursuant to Section 3.02(f)228 of the DGCL and who have exercised and perfected appraisal rights for such shares of Company Common Stock in accordance with the DGCL (collectively, no the “Company Dissenting Stockholder Shares”) shall not be converted into or represent the right to receive the Merger Consideration described in Section 2.09 attributable to such Company Dissenting Shares. Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Common Stock held by them in accordance with the DGCL, unless and until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Company Dissenting Shares held by stockholders who shall have failed to perfect or shall have effectively withdrawn or lost their right to appraisal of such shares of Company Common Stock under the DGCL (whether occurring before, at or after the Effective Time) shall thereupon be deemed to be converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration with respect Consideration, without interest, attributable to the such Company Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder upon their surrender in the manner provided for herein. (b) The Company shall be entitled to receive only the payment provided by give Parent prompt written notice of any demands for appraisal under Section 262 of the DGCL with respect to received by the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisalCompany, actual, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are on the Company and any material correspondence received by the Company relating to in connection with such demands, and Parent shall have the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity right to direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under such demands; provided that the DGCL, including any determination Company shall have the right to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment participate in the Proceedings regarding appraisalsuch negotiations and proceedings. The Company shall not, except with the ▇▇▇▇▇▇’s prior written consent of Parentconsent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands demands, or approve any withdrawal of any such demands, demands or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary and to the extent available under the DGCL, shares of this Section 3.02(f), no Dissenting Stockholder Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall be entitled to receive have neither voted in favor of the Merger Consideration nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL and otherwise complied with respect all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (such shares, “Dissenting Shares”) shall not be converted into, and such stockholders shall have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder under Section 262 of the DGCL shall cease thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Merger Consideration, without any other rights with respect to interest thereon, upon surrender, if applicable, in the manner provided in Section 1.6, of the Company Certificate or Company Certificates that formerly evidenced such Dissenting Shares. The . (b) Prior to the Closing, the Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported appraisal received by the Company and any withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable the opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld), voluntarily make any payment or deposit with respect to any demands for appraisals, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence of this Section 3.02(f), no Dissenting Stockholder shall be entitled to receive the Merger Consideration with respect contrary and to the Dissenting Shares owned extent available under the DGCL, the shares of Company Common Stock and Company Preferred Stock that are outstanding immediately prior to the Company Merger Effective Time and that are held by Company Stockholders who shall have neither voted in favor of the Company Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Company Common Stock or Company Preferred Stock in accordance with Section 262 of the DGCL and otherwise complied with respect all of the provisions of the DGCL relevant to the exercise and perfection of dissenters’ rights (collectively, the “Dissenting Shares owned by such Dissenting Stockholder Shares”) shall not be converted into, and such Dissenting Stockholder Company Stockholders shall cease have no right to receive, the applicable portion of the Aggregate Company Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock or Company Preferred Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Company Merger Effective Time, the right to receive the applicable portion of the Aggregate Company Consideration, without any other rights with respect interest thereon, in the manner provided in Section 3.05. (b) Prior to such Dissenting Shares. The the Closing, the Company shall give Parent SPAC (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported appraisal received by the Company and any withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable the opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of ParentSPAC (which consent shall not be unreasonably withheld), voluntarily make any payment or deposit with respect to any demands for appraisals, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding any other provision of this Agreement to the last sentence contrary, shares of this Section 3.02(fJAXB Common Stock that are outstanding immediately prior to the Effective Time and which are held by a JAXB Shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1301 to 607.1333 of the FBCA (collectively, the “Appraisal Shares”), no Dissenting Stockholder shall not be converted into or represent the right to receive the Merger Consideration. Such JAXB Shareholders instead shall be entitled to receive payment of the fair value of such shares held by them in accordance with Sections 607.1301 to 607.1333 of the FBCA, except that all Appraisal Shares held by JAXB Shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights as dissenting shareholders under the FBCA shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Merger Consideration with respect pursuant to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares2.7. The Company JAXB shall give Parent ABCB (i) prompt notice and copies of any written demands for appraisal, actualpayment of fair value of any shares of JAXB Common Stock, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are the FBCA and received by the Company JAXB relating to the Company’s stockholdersshareholders’ demands of appraisal dissenters’ rights and (ii) a reasonable the opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand for appraisal demands under the DGCL, including any determination to make any payment or deposit FBCA consistent with respect to any the obligations of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalJAXB thereunder. The Company JAXB shall not, except with the prior written consent of ParentABCB, voluntarily make any payment or deposit with respect to any demands for appraisalssuch demand, offer to settle or settle any such demands demand for payment of fair value or approve waive any withdrawal failure to timely deliver a written demand for payment of fair value or timely take any such demands, or agree, authorize or commit other action to do any perfect payment of fair value rights in accordance with the foregoingFBCA. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 Any portion of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect made available to such Eligible Shares pursuant the Exchange Agent to this Article IIIpay for shares of JAXB Common Stock for which appraisal rights have been perfected shall be returned to ABCB upon demand.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares (the "Dissenting Shares") that are issued and outstanding immediately prior to the Effective Time and which are held by stock holders who did not vote in favor of this Section 3.02(f), no Dissenting Stockholder shall be entitled to receive the Merger Consideration and who comply with respect to all of the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by relevant provisions of Section 262 of the DGCL with respect (the "Dissenting Stockholders") shall not be converted into or be exchangeable for the right to receive the Dissenting Shares owned by Merger Consideration, unless and until such Dissenting Stockholder and 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 cease have failed to perfect or shall have effectively with drawn or lost such right, such holder's Shares shall thereupon be converted into and become exchangeable for the right to receive, as of the Effective Time, the Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actualappraisal of any Shares, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are the DGCL and received by the Company relating to the Company’s stockholders’ demands ' rights of appraisal appraisal, and (ii) a reasonable the opportunity to direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of . Neither the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of Company nor the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall notSurviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares shall become Eligible Shares and thereupon had been converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIISection 2.1(c).

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Company Capital Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who have exercised and perfected appraisal rights for such shares of Company Capital Stock in accordance with the DGCL or California Law, as applicable (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration described in Section 3.02(f), no 1.5 attributable to such Dissenting Stockholder Shares. Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Capital Stock held by them in accordance with the DGCL or California Law, as applicable, unless and until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL or California Law, as applicable. All Dissenting Shares held by stockholders who shall have failed to perfect or shall have effectively withdrawn or lost their right to appraisal of such shares of Company Capital Stock under the DGCL or California Law, as applicable (whether occurring before, at or after the Effective Time) shall thereupon be deemed to be converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect Consideration, without interest, attributable to such Dissenting Shares. Shares upon their surrender in the manner provided in Sections 1.5 and 1.8. (b) The Company shall give Parent (i) prompt written notice and copies of any written demands for appraisalby dissenting stockholders received by the Company, actual, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are on the Company and any material correspondence received by the Company relating to in connection with such demands, and the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity Company shall have the right to direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under such demands; provided that Parent shall have the DGCL, including any determination right to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment participate in the Proceedings regarding appraisalsuch negotiations and proceedings. The Company shall not, except with the ▇▇▇▇▇▇’s prior written consent of Parentconsent, voluntarily not to be unreasonably withheld, delayed or conditioned, make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands demands, or approve any withdrawal of any such demands, demands or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding anything to the last sentence contrary herein, if any stockholder of this Section 3.02(f), no Dissenting Stockholder shall be the Company that is entitled to receive the Merger Consideration assert appraisal rights properly demands appraisal rights in accordance with respect to the Delaware Law and complies with all conditions and obligations of Section 262 thereof, and such perfected appraisal rights are not effectively withdrawn or lost, each Dissenting Shares owned Share held by such Dissenting Stockholder and each Dissenting Stockholder shall not be converted at the Effective Time into the right to receive the applicable portion of the consideration payable in the Merger, but shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such rights as are granted by Delaware Law to a holder of Dissenting Shares. The Company shall give Parent (i) prompt notice and copies of any written demands demand for appraisalappraisal received by the Company prior to the Effective Time, actual, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Delaware Law that are and received by the Company relating that relate to the Company’s stockholders’ demands of appraisal such demands, and (ii) a reasonable opportunity the right to direct participate in all negotiations and Proceedings proceedings with respect to any demand for appraisal such demands under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalDelaware Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit offer to make any payment with respect to any demands for appraisalsto, or settle or offer to settle settle, any claim or settle any such demands or approve any withdrawal demand in respect of any such demandsDissenting Shares. If, or agreeafter the Effective Time, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to seek appraisal rights, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Shares Stockholder shall become Eligible Shares and thereupon immediately be converted into the right to receive the Merger Consideration with 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 as promptly as reasonably practicable after) the applicable time or times specified in Section 1.9(c), following the satisfaction of the applicable 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 Eligible Shares holder pursuant to this Article IIISection 1.8(a)).

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Company Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of this such Company Shares pursuant to, and who complies in all respects with, Section 3.02(f), no Dissenting Stockholder 262 of the DGCL (“Appraisal Shares”) shall not be entitled converted into the right to receive the Merger Consideration with respect to as provided in Section 4.1(a), but rather the Dissenting holders of Appraisal Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only payment by the payment Surviving Corporation of the “fair value” of such Appraisal Shares in accordance with and to the extent provided by in Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisalDGCL; provided, actualhowever, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle if any such demands or approve any withdrawal of any such demands, or agree, authorize or commit holder shall fail to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn perfect or otherwise waived shall waive, withdraw or lost lose the right to appraisal under Section 262 of the DGCL with respect to any Dissenting Appraisal Shares, then the right of such Dissenting holder to seek appraisal of such Company Shares shall cease and such Company Shares shall be deemed to have been converted as of the Effective Time into, and to have become Eligible Shares and thereupon converted into exchangeable solely for, the right to receive the Merger Consideration as provided in Section 4.1(a), without interest (and to the extent applicable, cash in lieu of fractional Parent Shares payable pursuant to Section 4.2(f) and/or any dividends or other distributions pursuant to Section 4.1(a)(C) or Section 4.2(d)). The Company shall give prompt notice, and in any event within two Business Days of receipt, to Parent of any demands received by the Company for appraisal of any Company Shares and any withdrawals of such demands, and Parent shall participate in and control all negotiations and proceedings with respect to such Eligible Shares pursuant demands. Prior to this Article IIIthe Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to ----------------- the contrary, shares ("Appraisal Shares") of Company Common Stock and Series A ---------------- Preferred that are outstanding immediately prior to the last sentence of this Section 3.02(f), no Dissenting Stockholder shall be Effective Time and that are held by persons who are entitled to receive the Merger Consideration with respect to the Dissenting demand and properly demand appraisal of such Appraisal Shares owned by such Dissenting Stockholder pursuant to, and each Dissenting Stockholder shall be entitled to receive only the payment provided by who comply in all respects with, Section 262 of the DGCL ("Section 262") shall not (i) be converted into ----------- the Merger Consideration as provided in Section 2.01(c), in the case of such shares of the Company Common Stock, or (ii) remain outstanding, in the case of such shares of the Series A Preferred, but rather the holders of Appraisal Shares shall be entitled to payment of the fair market value of such Appraisal Shares in accordance with respect Section 262; provided, however, that if any holder of -------- ------- Appraisal Shares shall fail to perfect or otherwise shall waive, withdraw or lose the Dissenting right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Appraisal Shares owned by such Dissenting Stockholder shall cease and such Dissenting Stockholder Appraisal Shares shall cease be treated as if they had been converted as of the Effective Time into the Merger Consideration, as provided in Section 2.01(c) in the case of the Company Common Stock, and shall remain outstanding, as provided in Section 2.01(d) in the case of the Series A Preferred. The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have any other rights the right to participate in and direct all negotiations and proceedings with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding any other provisions of this Agreement to the last sentence contrary, any shares of this Section 3.02(fCompany Capital Stock held by a holder who has not effectively withdrawn or lost such holder’s appraisal rights under Delaware Law (collectively, the “Dissenting Shares”), no Dissenting Stockholder shall not be converted into or represent a right to receive the applicable consideration for Company Capital Stock set forth in Section 1.6 hereof, but the holder thereof shall only be entitled to such rights as are provided by Delaware Law. (b) Notwithstanding the provisions of Section 1.9(a) hereof, if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights under Delaware Law, as applicable, then, as of the later of the Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by applicable consideration for Company Capital Stock set forth in Section 262 1.6 hereof, without interest thereon, upon surrender of the DGCL with respect to the Dissenting Shares owned by certificate representing such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The shares. (c) Company shall give Parent (i) prompt notice and copies of any written demands Written demand for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served appraisal received by Company pursuant to (or purportedly pursuant to) the applicable provisions of Delaware Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable the opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalsuch demands. The Company shall not, except with the prior written Written consent of Parent, voluntarily make any payment or deposit with respect to any such demands for appraisals, or offer to settle or settle any such demands or approve demands. Parent shall approve, in advance, any withdrawal of any such demands, or agree, authorize or commit communication to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect be made by Company to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration Company Stockholder with respect to such Eligible demands. Notwithstanding the foregoing, to the extent that Parent, the Surviving Corporation or Company (A) makes any payment or payments in respect of any Dissenting Shares pursuant in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement or (B) incurs any other costs or expenses, (including specifically, but without limitation, reasonable attorneys’ fees, costs and expenses in connection with any action or proceeding or in connection with any investigation) in respect of any Dissenting Shares (excluding payments for such shares) (to this the extent remaining payable as of the Closing Date, together, the “Dissenting Share Payments”), Parent shall be entitled to recover under the terms of Article IIIVIII hereof.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence of this Section 3.02(f)contrary, no Dissenting Stockholder Appraisal Shares shall not be entitled converted into or represent the right to receive the Cash Merger Consideration in accordance with respect to Sections 3.1(c) and 3.2, but rather each of the Dissenting Appraisal Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled represent only the right to receive only the payment provided by Section 262 of the DGCL appraised value of such Appraisal Shares in accordance with respect applicable provisions of the DGCL; provided, however, that if any holder of Appraisal Shares shall (a) fail to properly perfect its appraisal rights as provided in the Dissenting DGCL, or (b) otherwise shall waive, withdraw or lose the right to appraisal under the DGCL, then such Appraisal Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive Cash Merger Consideration otherwise payable in accordance with Sections 3.1(c) and 3.2, without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent (ia) prompt written notice and copies of any written demands demand for appraisalappraisal received by the Company, actual, attempted or purported withdrawals the withdrawal of any such demandsdemand, and any other instruments notice or instrument delivered or served relating to appraisal or dissenters’ rights pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal DGCL, and (iib) a reasonable the opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of ParentParent (such consent not to be unreasonably withheld, voluntarily conditioned or delayed), (a) make any payment or deposit with respect to any demands demand for appraisalsappraisal, (b) offer to settle or settle any such demands or approve demand for appraisal, (c) waive any withdrawal of any such demandsfailure to timely deliver a written demand for appraisal in accordance with the DGCL, or agree, authorize or commit (d) agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by shareholders who did not vote in favor of this the Merger and who comply with all the relevant provisions of Section 3.02(f), no 262 of the DGCL (the "Dissenting Stockholder Shareholders") shall not be entitled converted into or be exchangeable for the right to receive the Merger Consideration with respect (the "Dissenting Shares"), unless and until the holder or holders thereof shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares owned by such Dissenting Stockholder shall thereupon be converted into and each Dissenting Stockholder shall be entitled become exchangeable for the right to receive only the payment provided by Section 262 receive, as of the DGCL with respect to Effective Time, the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have Merger Consideration for each Share without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent the Bidder (i) prompt notice and copies of any written demands for appraisal, actualappraisal of any Shares, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are the DGCL and received by the Company relating to the Company’s stockholders’ demands shareholders' rights of appraisal appraisal, and (ii) a reasonable the opportunity to direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL; provided, including however, the Company shall have the right to participate in any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalsuch negotiations and proceedings. The Company shall not, except with the prior written consent of Parentthe Bidder, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder Shareholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Shareholder shall thereupon be treated as though such Shares shall become Eligible Shares and thereupon had been converted into the right to receive the Merger Standard Election Consideration with respect to such Eligible Shares pursuant to this Article IIISection 2.1(b).

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary and to the extent available under the DGCL, shares of this Section 3.02(f), no Dissenting Stockholder Company Common Stock and Company Preferred Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall be entitled to receive have neither voted in favor of the Merger Consideration nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock or Company Preferred Stock in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL and otherwise complied with respect all of the provisions of the DGCL relevant to the Dissenting Shares owned by such Dissenting Stockholder exercise and perfection of dissenters’ rights shall not be converted into, and such Dissenting Stockholder stockholders shall cease have no right to receive, the applicable Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock or Company Preferred Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable Per Share Merger Consideration, without any other rights with respect interest thereon, upon surrender, in the manner provided in this Article III, of such shares of Company Capital Stock. (b) Prior to such Dissenting Shares. The the Closing, the Company shall give Parent the SPAC (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported appraisal received by the Company and any withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable the opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parentthe SPAC (which consent shall not be unreasonably withheld), voluntarily make any payment or deposit with respect to any demands for appraisals, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this HoldCo Common Stock that are outstanding immediately prior to the First Effective Time and which are held by stockholders who have exercised and perfected appraisal rights for such shares of HoldCo Common Stock in accordance with the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration described in Section 3.02(f), no 1.5 attributable to such Dissenting Stockholder Shares. Such stockholders shall be entitled to receive payment of the appraised value of such shares of HoldCo Common Stock held by them in accordance with the DGCL, unless and until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Dissenting Shares held by stockholders who shall have failed to perfect or shall have effectively withdrawn or lost their right to appraisal of such shares of HoldCo Common Stock under the DGCL (whether occurring before, at or after the First Effective Time) shall thereupon be deemed to be converted into and to have become exchangeable for, as of the First Effective Time, the right to receive the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect Consideration, without interest, attributable to such Dissenting SharesShares upon their surrender in the manner provided in Sections 1.6 and 1.8. The Company shall give Parent (i) prompt written notice and copies of any written demands for appraisalby dissenting stockholders received by the Company or HoldCo, actual, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (on the Company or purportedly pursuant to) applicable Law that are HoldCo and any material correspondence received by the Company relating to or HoldCo in connection with such demands, and HoldCo shall have the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity right to direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under such demands; provided that Parent shall have the DGCL, including any determination right to make any payment or deposit with respect to any of participate in such negotiations and proceedings. Neither the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of Parent nor the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall notnor HoldCo shall, except with the other party’s prior written consent of Parent(which shall not be unreasonably withheld), voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands demands, or approve any withdrawal of any such demands, demands or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject In the event that a Pre-Closing CVR Distribution has occurred, by virtue of Section 13.1-730(B) of the VSCA, no appraisal rights shall be available to the last sentence holders of this Section 3.02(f)Company Voting Common Stock in connection with the Merger. There are currently no outstanding shares of Company Non-Voting Common Stock, and the Company will issue no Dissenting Stockholder shares of Company Non-Voting Common Stock following the execution and delivery hereof except pursuant to the exercise of conversion rights for Company Voting Common Stock specified in the Articles of Incorporation of the Company. In the event any such conversion shall occur prior to the Effective Time, then shares of Company Non-Voting Common Stock that are outstanding immediately prior to the Effective Time and, in the event that a Pre-Closing CVR Distribution has not occurred, shares of Company Voting Common Stock that are outstanding immediately prior to the Effective Time, and, in each case, which are held by shareholders who shall have properly demanded appraisal for such shares in accordance with the VSCA to the extent entitled thereto (collectively, the “Dissenters’ Shares”) shall not be converted into or represent the right to receive the Company Merger Consideration, and the holders of such shares instead shall be entitled to receive payment of the appraised value of such shares held by them in accordance with the provisions of the VSCA; provided that all Dissenters’ Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights to appraisal of such shares under the VSCA shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Company Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 upon surrender of the DGCL with respect to Company Certificates in the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisalmanner provided in Section 2.3 hereof that, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL immediately prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall notEffective Time, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any evidenced such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIIshares.

Appraisal Rights. Subject Notwithstanding any other provision contained in this Agreement, any shares of Company Common Stock that are issued and outstanding as of the Effective Time and that are held by a stockholder who has not voted such shares in favor of the Merger and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, and has otherwise taken all of the last sentence steps required by, Section 262 of this the DGCL to properly perfect such stockholder’s appraisal rights under Section 3.02(f), no Dissenting Stockholder 262 of the DGCL (“Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration and instead shall be cancelled and shall be entitled to receive the Merger Consideration with respect amount determined pursuant to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect DGCL; provided, however, that in the event that a stockholder of the Company fails to perfect, withdraws or otherwise loses its right to appraisal under Section 262 of the Dissenting Shares owned DGCL, the shares of Company Common Stock held by such Dissenting Stockholder stockholder shall be deemed to be No Election Shares and such Dissenting Stockholder shall cease converted into and represent only the right to have any other rights with respect receive the Per Share Mixed Consideration pursuant to such Dissenting SharesSection 2.1(c)(i). The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actualnotices to exercise appraisal rights in respect of any shares of Company Common Stock, attempted or purported withdrawals of such demandsnotices, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating with respect to the Company’s stockholders’ demands of appraisal rights, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand such demands for appraisal payment of fair value under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal for payment of any such demands, or agree, authorize or commit to do any of fair value under the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIIDGCL.

Appraisal Rights. Subject (a) In accordance with Section 13.1-730 of the VSCA, no appraisal rights shall be available to the last sentence holders of Company Voting Common Stock. (b) Notwithstanding anything in this Agreement to the contrary and unless otherwise provided by applicable law, each share of Company Non-Voting Common Stock which is issued and outstanding immediately prior to the Effective Time and which is owned by a holder who (i) shall not have voted or caused or permitted any of his, her or its shares to be voted in favor of the First-Step Merger, and (ii) pursuant to Section 3.02(f13.1-729 et seq. of the VSCA, duly and validly exercises and perfects his, her or its appraisal rights with respect to his, her or its shares of Company Non-Voting Common Stock (the “Dissenting Shares”), no Dissenting Stockholder shall not be entitled converted into the right to receive the Merger Consideration with respect to Consideration, but, instead, the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights holder thereof, with respect to such Dissenting Shares, shall be entitled to payment in cash from the Surviving Corporation of the appraised value of the Dissenting Shares in accordance with the provisions of the VSCA. If any such holder shall have failed to duly and validly exercise or perfect or shall have effectively withdrawn or lost such appraisal rights, each share of Company Non-Voting Common Stock of such holder as to which appraisal rights were not duly and validly exercised or perfected, or were effectively withdrawn or lost, shall not be deemed a Dissenting Share and shall automatically be converted into and shall thereafter be exchangeable only for the right to receive the Merger Consideration as provided in this Agreement. The Company shall give will provide Parent (i) prompt notice and copies of any written demands received by the Company for appraisal, actualappraisal of shares of Company Non-Voting Common Stock, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are on and received by the Company relating pursuant to Section 13.1-729 et seq. of the Company’s stockholders’ demands of appraisal VSCA, and (ii) a reasonable the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalVSCA. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsappraisal, settle or offer to settle or settle any such demands demands, or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Company Capital Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who have exercised and perfected appraisal rights for such shares of Company Capital Stock in accordance with the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration described in Section 3.02(f), no 1.5 attributable to such Dissenting Stockholder Shares. Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Capital Stock held by them in accordance with the DGCL, unless and until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Dissenting Shares held by stockholders who shall have failed to perfect or shall have effectively withdrawn or lost their right to appraisal of such shares of Company Capital Stock under the DGCL (whether occurring before, at or after the Effective Time) shall thereupon be deemed to be converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect Consideration, without interest, attributable to such Dissenting Shares. Shares upon their surrender in the manner provided in Sections 1.5 and 1.7. (b) The Company shall give Parent (i) prompt written notice and copies of any written demands for appraisalby dissenting stockholders received by the Company, actual, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are on the Company and any material correspondence received by the Company relating in connection with such demands, and ▇▇▇▇▇▇ shall have the right to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalsuch demands. The Company shall not, except with the ▇▇▇▇▇▇’s prior written consent of Parentconsent, voluntarily not to be unreasonably withheld, delayed or conditioned, make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands demands, or approve any withdrawal of any such demands, demands or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Company Capital Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who have exercised and perfected appraisal rights for such shares of Company Capital Stock in accordance with the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration described in Section 3.02(f), no 1.5 attributable to such Dissenting Stockholder Shares. Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Capital Stock held by them in accordance with the DGCL, unless and until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Dissenting Shares held by stockholders who shall have failed to perfect or shall have effectively withdrawn or lost their right to appraisal of such shares of Company Capital Stock under the DGCL (whether occurring before, at or after the Effective Time) shall thereupon be deemed to be converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect Consideration, without interest, attributable to such Dissenting Shares. Shares upon their surrender in the manner provided in Sections 1.5 and 1.9. (b) The Company shall give Parent (i) prompt written notice and copies of any written demands for appraisalby dissenting stockholders received by the Company, actual, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are on the Company and any material correspondence received by the Company relating in connection with such demands, and ▇▇▇▇▇▇ shall have the right to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalsuch demands. The Company shall not, except with the Parent’s prior written consent of Parent(which consent shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands demands, or approve any withdrawal of any such demands, demands or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Company Capital Stock that are outstanding immediately prior to the First Effective Time and which are held by stockholders who have exercised and perfected appraisal rights for such shares of Company Capital Stock in accordance with the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration described in Section 3.02(f), no 1.5 attributable to such Dissenting Stockholder Shares. Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Capital Stock held by them in accordance with the DGCL, unless and until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Dissenting Shares held by stockholders who shall have failed to perfect or shall have effectively withdrawn or lost their right to appraisal of such shares of Company Capital Stock under the DGCL (whether occurring before, at or after the First Effective Time) shall thereupon be deemed to be converted into and to have become exchangeable for, as of the First Effective Time, the right to receive the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect Consideration, without interest, attributable to such Dissenting Shares. Shares upon their surrender in the manner provided in Sections 1.6 and 1.8. (b) The Company shall give Parent (i) prompt written notice and copies of any written demands for appraisalby dissenting stockholders received by the Company, actual, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are on the Company and any material correspondence received by the Company relating to in connection with such demands, and the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity Company shall have the right to direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under such demands; provided that the DGCL, including any determination Parent shall have the right to make any payment or deposit with respect to any of participate in such negotiations and proceedings. Neither the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of Parent nor the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall notshall, except with the other party’s prior written consent of Parentconsent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands demands, or approve any withdrawal of any such demands, demands or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding Section 1.9 (Effect on Capital Stock), if required by the DGCL (but only to the last sentence of this Section 3.02(fextent required thereby), no Dissenting Stockholder shall be entitled shares of NYMEX Holdings Common Securities that are issued and outstanding immediately prior to receive the Effective Time and held by a holder who has not voted such shares of NYMEX Holdings Common Securities in favor of the Merger Consideration and who has demanded appraisal for such shares of NYMEX Holdings Common Securities in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to (the “Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder NYMEX Holdings Shares”) shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon not be converted into the right to receive the Merger Consideration and the holder thereof shall be entitled to appraisal rights, unless such holder fails to perfect, withdraws or loses the right to appraisal. If, after the Effective Time, such holder fails to perfect, withdraws or loses the right to appraisal, such Dissenting NYMEX Holdings Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration and shall be treated as Stock Election Shares or Cash Election Shares at the election of CME Group. NYMEX Holdings shall give CME Group prompt notice of any written demands received by NYMEX Holdings for appraisal of shares of NYMEX Holdings Common Securities, and CME Group shall have the right to participate in all negotiations and proceedings with respect to such Eligible Shares pursuant demands. Except with the prior written consent of CME Group (which consent shall not be unreasonably withheld, conditioned or delayed), NYMEX Holdings shall not make any payment with respect to, or offer to this Article IIIsettle or settle, any such demands.

Appraisal Rights. Subject (a) Notwithstanding any other provision of this Agreement to the last sentence contrary, shares of Company Capital Stock that have not been voted in favor of (nor consented in writing to) adoption of this Agreement, and with respect to which a demand for payment and appraisal have been properly made in accordance with (i) Section 3.02(f262 of DGCL or (ii) Chapter 13 of the California Corporations Code (to the extent applicable to the Company by virtue of Section 2115 thereof) (in either case, “Dissenting Shares”), no Dissenting Stockholder shall will not be entitled converted into or represent the right to receive the Merger Consideration in accordance with respect to Section 1.5(c) and Section 1.9, but will be converted into the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled right to receive only the payment provided by Section 262 of the DGCL with respect such consideration as may be determined to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights be due with respect to such Dissenting Shares. Shares pursuant to the DGCL or the California Corporations Code, as applicable; provided, however, that if a holder of Dissenting Shares (a “Dissenting Stockholder”) withdraws such holder’s demand for such payment and appraisal or becomes ineligible for such payment and appraisal then, as of the later of the Effective Time or the date on which such Dissenting Stockholder withdraws such demand or otherwise becomes ineligible for such payment and appraisal, such holder’s Dissenting Shares will cease to be Dissenting Shares and will be converted into the right to receive Parent Common Stock as determined in accordance with Section 1.5(c). (b) The Company shall give Parent (i) prompt written notice and copies of any written demands for appraisalby Dissenting Stockholders received by the Company prior to the Effective Time, actual, attempted or purported withdrawals of such demands and any other material notice, instrument or correspondence delivered to the Company prior to the Effective Time in connection with such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable the opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCLsuch demand, including any determination to notice, instrument or correspondence. The Company shall not make any payment or deposit settlement offer prior to the Effective Time with respect to any of the Dissenting Stockholders with respect such demand unless Parent shall have consented in writing to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any such payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIIsettlement offer.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly demanded appraisal for such Company Common Stock in accordance with, and who complies in all respects with, Section 3.02(f)262 of the DGCL (such shares, no the “Dissenting Stockholder Shares”) shall not be entitled converted into the right to receive the Per Share Merger Consideration Consideration, and shall instead represent the right to receive payment of the consideration due to such Dissenting Shares in accordance with respect and to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment extent provided by Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his right to appraisal under Section 262 of the DGCL with respect or other Applicable Law, then the right of such holder to be paid the fair value of such Dissenting Shares owned by such Dissenting Stockholder shall cease and such Dissenting Stockholder Shares shall cease be deemed to have been converted, as of the Effective Time, into and shall be exchangeable solely for the right to receive the Per Share Merger Consideration, without interest and subject to any other rights with respect to such Dissenting Shareswithholding of Taxes required by Applicable Law. The Company shall give Parent (i) prompt notice and copies of any written demands received by the Company for appraisalappraisal of Company Common Stock or any threats thereof, actual, any actual or attempted or purported withdrawals of such demands, demands and any other demands, notices or instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to rights to be paid the Company’s stockholders’ demands fair value of appraisal Dissenting Shares, and (ii) a reasonable opportunity the Parent shall have the right to direct participate in and to control all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior such demands. Prior to the entry of judgment in Effective Time, the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or compromise or offer to settle or settle compromise, any such demands demands, or approve any withdrawal of any such demands, or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Company Capital Stock that are outstanding immediately prior to the First Effective Time and which are held by stockholders who have exercised and perfected appraisal rights for such shares of Company Capital Stock in accordance with the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration described in Section 3.02(f), no 1.5 attributable to such Dissenting Stockholder Shares. Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Capital Stock held by them in accordance with the DGCL, unless and until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Dissenting Shares held by stockholders who shall have failed to perfect or shall have effectively withdrawn or lost their right to appraisal of such shares of Company Capital Stock under the DGCL (whether occurring before, at or after the First Effective Time) shall thereupon be deemed to be converted into and to have become exchangeable for, as of the First Effective Time, the right to receive its applicable portion of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect Consideration, without interest, attributable to such Dissenting Shares. Shares upon their surrender in the manner provided in Sections 1.6 and 1.8. (b) The Company shall give Parent (i) prompt written notice and copies of any written demands for appraisalby dissenting stockholders received by the Company, actual, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are on the Company and any material correspondence received by the Company relating to in connection with such demands, and the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity Company shall have the right to direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under such demands; provided that the DGCL, including any determination Parent shall have the right to make any payment or deposit with respect to any of participate in such negotiations and proceedings. Neither the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of Parent nor the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall notshall, except with the other party’s prior written consent of Parentconsent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands demands, or approve any withdrawal of any such demands, demands or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding anything to the last sentence contrary contained in this Agreement, any shares of this Section 3.02(f)Raptor Common Stock that, no Dissenting Stockholder shall be entitled to receive the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 as of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL immediately prior to the entry Effective Time, are held by holders who have as of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right time exercised and perfected appraisal rights under Section 262 of the DGCL with respect to any such shares (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive shares of TPT Common Stock in accordance with Section 1.5(a)(iii), or cash in lieu of fractional shares in accordance with Section 1.5(c), attributable to such Dissenting Shares, and the holder or holders of such Dissenting Shares shall be entitled only to such rights as may be granted to such holder or holders pursuant to Section 262 of the DGCL; provided, however, that if such appraisal rights shall not be perfected or the holders of such Dissenting Shares shall otherwise lose their appraisal rights with respect to such Dissenting Shares, then, as of the later of the Effective Time or the time of the failure to perfect such status or the loss of such rights, such Dissenting Shares shall become Eligible Shares and thereupon automatically be converted into and shall represent only the right to receive (upon the Merger Consideration surrender of such holder’s Raptor Stock Certificate(s) in accordance with respect Section 1.8) shares of TPT Common Stock in accordance with Section 1.5(a)(iii) and cash in lieu of fractional shares in accordance with Section 1.5(c). (b) Raptor shall give TPT prompt notice of any written demand received by Raptor prior to such Eligible Shares the Effective Time to require Raptor to purchase shares of Raptor Common Stock pursuant to this Article IIISection 262 of the DGCL, withdrawals of such demands and any other instruments served on Raptor and any material correspondence received by Raptor in connection with such demands.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, any shares of this Section 3.02(f), no Dissenting Stockholder shall be entitled to receive Company Common Stock held by a holder thereof that (i) has not voted in favor of the Company Merger Consideration with respect or consented to the Dissenting Shares owned by Company Merger in writing and (ii) has demanded the appraisal of such Dissenting Stockholder shares in accordance with, and each Dissenting Stockholder shall be entitled to receive only the payment provided by has complied in all respects with, Section 262 of the DGCL (collectively, the “Company Dissenting Shares”) shall not be converted as described in Section 2.1(d), but will from and after the Effective Time constitute only the right to receive payment of the fair value of such shares of Company Common Stock in accordance with respect the provisions of Section 262 of the DGCL (the “Appraisal Rights Provisions”); provided, however, that all shares of Company 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 of Company Common Stock under the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder Appraisal Rights Provisions shall cease thereupon be deemed to have any other rights with respect been canceled and to such Dissenting Shareshave been converted, as of the Effective Time, into the right to receive the Company Merger Consideration, without interest, in the manner provided in Section 2.1. The Company shall give Parent (i) prompt written notice and copies of any written demands received by the Company for appraisalthe exercise of appraisal rights with respect to shares of Company Common Stock, actual, attempted or purported withdrawals of such demands, demands and any all other instruments served pursuant to (or purportedly pursuant to) applicable Law that are the DGCL and received by the Company relating Company, and Parent shall have the right to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands. (b) Notwithstanding anything in this Agreement to the contrary, or agree, authorize or commit to do any shares of Properties Class B Common Stock held by a holder thereof that (i) has not voted in favor of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn Properties Merger or otherwise waived or lost consented to the right under Properties Merger in writing and (ii) has demanded the appraisal of such shares in accordance with, and has complied in all respects with, Section 262 of the DGCL (collectively, the “Properties Dissenting Shares” and, together with respect to any the Company Dissenting Shares, the “Dissenting Shares”) shall not be converted as described in Section 2.2(d), but will from and after the Effective Time constitute only the right to receive payment of the fair value of such Dissenting Shares shares of Properties Class B Common Stock in accordance with the Appraisal Rights Provisions; provided, however, that all shares of Properties Class B Common Stock held by stockholders who shall become Eligible Shares have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Properties Class B Common Stock under the Appraisal Rights Provisions shall thereupon be deemed to have been canceled and thereupon converted to have been converted, as of the Effective Time, into the right to receive the Properties Merger Consideration Consideration, without interest, in the manner provided in Section 2.2. Properties shall give Parent prompt written notice of any demands received by Properties for the exercise of appraisal rights with respect to shares of Properties Class B Common Stock, withdrawals of such demands and all other instruments served pursuant to the DGCL and received by Properties, and Parent shall have the right to participate in all negotiations and proceedings with respect to such Eligible Shares pursuant demands. Properties shall not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to this Article IIIsettle, any such demands.

Appraisal Rights. Subject to the last sentence of this Section 3.02(f3.2(j), no Dissenting Stockholder shall be entitled to receive the Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and Stockholder; each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder Stockholder, and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company Notwithstanding the foregoing, if any Dissenting Shares lose their status as such (through failure to perfect, waiver, effective withdrawal or otherwise), then, as of the later of the Effective Time or the date of loss of such status, each such Dissenting Share shall automatically be converted into or shall be deemed to have been, as of the Effective Time, converted into, as applicable, and shall represent only the right to receive, the Per Share Merger Consideration in accordance with Section 3.1(a), after the surrender of the Amedisys Certificate(s) or Book-Entry Shares, as applicable, representing such Dissenting Shares in accordance with this Agreement. Amedisys shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company Amedisys relating to the Company’s Amedisys stockholders’ demands of appraisal appraisal. Parent shall have the right to participate in and (ii) a reasonable opportunity to direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company Amedisys shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding anything to the last sentence of this Section 3.02(f)contrary contained herein, no any Dissenting Stockholder Shares shall not be entitled converted into the right to receive the applicable portion of the Merger Consideration Consideration, but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to the any such Dissenting Shares owned by such pursuant to Delaware Law or California Law. Each holder of Dissenting Stockholder and each Dissenting Stockholder shall be Shares who, pursuant to the provisions of Delaware Law or California Law, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Delaware Law or California Law (but only after the payment provided by Section 262 value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the First Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, then any such shares shall immediately be deemed to have converted at the First Effective Time into the right to receive the applicable portion of the DGCL with Merger Consideration in respect of such shares as if such shares never had been Dissenting Shares, and Acquirer shall cause to be issued and delivered to the Dissenting Shares owned by holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 1.4(a), following the satisfaction of the applicable conditions set forth in Section 1.4(a), the applicable portion of the Merger Consideration as if such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such shares never had been Dissenting Shares. The Company shall give Parent provide to Acquirer (i) prompt notice and copies of any written demands for appraisalappraisal or purchase received by the Company, actual, attempted or purported withdrawals of such demands, demands and any other instruments related to such demands served pursuant to (Delaware Law or purportedly pursuant to) applicable California Law that are and received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity the right to direct all negotiations and Proceedings proceedings with respect to any demand for appraisal such demands under the DGCL, including any determination to make any payment Delaware Law or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalCalifornia Law. The Company shall not, except with the prior written consent of ParentAcquirer, or as otherwise required under Delaware Law or California Law, voluntarily make any payment or deposit offer to make any payment with respect to any demands for appraisalsto, or settle or offer to settle settle, any claim or settle any such demands or approve any withdrawal demand in respect of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares. Subject to Sections 1.4(b) and Article 8, such the payout of consideration under this Agreement to the Converting Holders (other than in respect of Dissenting Shares Shares, which shall become Eligible Shares be treated as provided in this Section 1.3(e) and thereupon converted into under Delaware Law or California Law) shall not be affected by the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIIexercise or potential exercise of appraisal rights or dissenters’ rights under Delaware Law or California Law by any other Company Stockholder.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence of this Section 3.02(f)contrary, no Dissenting Stockholder shall be entitled to receive the Merger Consideration with respect Company Shares that are outstanding immediately prior to the Dissenting Effective Time and which are held by stockholders who have exercised and perfected appraisal rights for such Company Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by in accordance with Section 262 of the DGCL with respect to (collectively, the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such “Dissenting Shares. The Company ”) shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon not be converted into or represent the right to receive the Merger Consideration described in Section ‎2.1 attributable to such Dissenting Shares. Such stockholders shall be entitled to receive payment of the appraised value of such Company Shares held by them in accordance with Section 262 of the DGCL, unless and until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their right to appraisal of such Company Shares under the DGCL shall thereupon be deemed to be converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration attributable to such Dissenting Shares upon their surrender in the manner provided in Section ‎2.2. (b) The Company shall give Parent prompt written notice of any demands by dissenting stockholders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company in connection with such demands. The Company shall not, without Parent’s prior written consent, make any payment with respect to, or settle or offer to settle, any such Eligible Shares pursuant demands, or agree to this Article IIIdo any of the foregoing.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of this the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Section 3.02(f), no 262 of the DGCL (the “Dissenting Stockholder Shares”) shall not be converted into or represent the right to receive the Merger Consideration but instead shall be entitled to receive such payment from the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights Surviving Corporation with respect to such Dissenting SharesShares as shall be determined pursuant to Section 262 of the DGCL; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal and payment under the DGCL, each such Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive, without any interest thereon, the Merger Consideration in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give Parent (i) prompt notice and copies to Parent of any written demands received by the Company for appraisal, actualappraisals of any Shares, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are the DGCL and received by the Company relating to rights to be paid the Company’s stockholders’ demands “fair value” of appraisal Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) a reasonable opportunity Parent shall have the right to direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment or deposit with respect to any demands for appraisalsappraisals of Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject to the last sentence No holder of this Section 3.02(f), no Dissenting Stockholder Shares (a "Dissenting Stockholder") shall be entitled to receive the any Merger Consideration with or dividends or other distributions pursuant to Section 2.3 in respect to the of such Dissenting Shares owned by unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder's right to seek appraisal of its Dissenting Stockholder Shares under the DGCL, and each any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Stockholder. If any Person who otherwise would be deemed a Dissenting Stockholder shall cease have failed properly to perfect or shall have any other rights effectively withdrawn or lost the right to seek appraisal with respect to any Dissenting Shares, such Dissenting SharesShares shall thereupon be treated as though such Dissenting Shares had been converted into the Merger Consideration pursuant to Section 1.8. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands ' rights of appraisal and (ii) a reasonable the opportunity to direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsappraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Company Common Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who have exercised and perfected appraisal rights for such shares of Company Common Stock in accordance with the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration described in Section 3.02(f), no 1.5 attributable to such Dissenting Stockholder Shares. Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Common Stock held by them in accordance with the DGCL, unless and until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Dissenting Shares held by stockholders who shall have failed to perfect or shall have effectively withdrawn or lost their right to appraisal of such shares of Company Common Stock under the DGCL (whether occurring before, at or after the Effective Time) shall thereupon be deemed to be converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect Consideration, without interest, attributable to such Dissenting Shares. Shares upon their surrender in the manner provided in Sections 1.5 and 1.8. (b) The Company shall give Parent (i) prompt written notice and copies of any written demands for appraisalby dissenting stockholders received by the Company, actual, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are on the Company and any material correspondence received by the Company relating in connection with such demands, including the name of each dissenting stockholder and the number of shares of Company Common Stock to which the Company’s stockholders’ demands of appraisal dissent relates, and (ii) a reasonable opportunity Parent shall have the right to direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under such demands; provided that the DGCL, including any determination Company shall have the right to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment participate in the Proceedings regarding appraisalsuch negotiations and proceedings. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands demands, or approve any withdrawal of any such demands, demands or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding any provision of this ---------------- Agreement to the last sentence contrary, shares of this Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock outstanding immediately prior to the Effective Time and held by a holder that has the right to receive payment of the fair value of such holder's shares pursuant to Section 3.02(f), no 910 of the BCL and has complied with the provisions of Section 623 of the BCL ("Dissenting Stockholder Shares") ----------------- shall not be entitled converted into the right to receive the Series B Preferred Stock Merger Consideration, Series C Preferred Stock Merger Consideration with respect or Series D Preferred Stock Merger Consideration, as applicable, unless such holder fails to perfect or withdraws or otherwise loses such holder's right to appraisal. If after the Dissenting Shares owned by Effective Time such Dissenting Stockholder and each Dissenting Stockholder holder fails to perfect or withdraws or loses such holder's right to appraisal, such shares shall be entitled treated as if they had been converted as of the Effective Time into the right to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting SharesSeries B Preferred Stock Merger Consideration, Series C Preferred Stock Merger Consideration or Series D Preferred Stock Merger Consideration, as applicable. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating for appraisal of shares, and Parent shall have the right to the Company’s stockholders’ demands of appraisal participate in and (ii) a reasonable opportunity to direct control all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding Section 1.7 (Effect on Capital Stock), shares of New JPI Common Stock that are issued and outstanding immediately prior to the last sentence of this Section 3.02(f), no Dissenting Stockholder shall be entitled Effective Time and held by a holder who has not consented to receive the Merger Consideration and who has demanded appraisal for such shares of New JPI Common Stock in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to (the “Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder New JPI Shares”) shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon not be converted into the right to receive the Merger Consideration and the holder thereof shall be entitled to appraisal rights, unless such holder fails to perfect, withdraws or loses the right to appraisal. If, after the Effective Time, such holder fails to perfect, withdraws or loses the right to appraisal, such Dissenting New JPI Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration. JPI and New JPI shall give CME prompt notice of any written demands received by JPI or New JPI for appraisal of shares of New JPI Common Stock, and CME shall have the right to direct all negotiations and proceedings with respect to such Eligible Shares pursuant demands, subject, prior to this Article IIIthe Effective Time, to consultation with JPI and New JPI. Except with the prior written consent of CME, JPI or New JPI shall not make any payment with respect to, or offer to settle or settle, any such demands. Following the receipt of the Stockholder Consent, no right to fair value or appraisal, dissenters’ or similar rights shall be available to the Signing Stockholders with respect to the Transactions.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 3.02(fCompany Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by shareholders who did not vote in favor of the Merger (the “Dissenting Shares”), no Dissenting Stockholder shall be entitled to receive which shareholders comply with all of the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by relevant provisions of Section 262 of the DGCL with respect (the “Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive the Merger 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 Shares owned by Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such Dissenting Stockholder right, such holder’s shares of Company Common Stock shall thereupon be converted into and such Dissenting Stockholder shall cease become exchangeable for the right to have receive, as of the Effective Time, the Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actualappraisal of any shares of Company Common Stock, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are the DGCL and received by the Company relating to the Company’s stockholdersshareholders’ demands rights of appraisal appraisal, and (ii) a reasonable the opportunity to direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of . Neither the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of Company nor the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall notSurviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder Shareholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 to dissent, the shares of the DGCL with respect to any Dissenting Shares, Company Common Stock held by such Dissenting Shares Shareholder shall become Eligible Shares and thereupon be treated as though such shares of Company Common Stock had been converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIISection 1.6.

Appraisal Rights. Subject Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by a stockholder (a “Dissenting Stockholder”) who is entitled to demand, and who properly demands, appraisal of such shares pursuant to, and who complies in all respects with, Section 3.02(f), no 262 of the DGCL shall not be converted into the right to receive the Merger Consideration. No Dissenting Stockholder shall be entitled to receive the any Merger Consideration with in respect to the of such Dissenting Shares owned by unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to seek appraisal of its Dissenting Stockholder Shares under the DGCL, and each any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Stockholder. If any Person who otherwise would be deemed a Dissenting Stockholder shall cease have failed properly to perfect or shall have any other rights effectively withdrawn or lost the right to seek appraisal with respect to any Dissenting Shares, such Dissenting SharesShares shall thereupon be treated as though such Dissenting Shares had been converted into the Merger Consideration pursuant to Section 1.14. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands rights of appraisal and (ii) a reasonable the opportunity to direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsappraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares (the "Appraisal Shares") of this Section 3.02(f), no Dissenting Stockholder shall be Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to receive the Merger Consideration with respect to the Dissenting demand and properly demands appraisal of such Appraisal Shares owned by such Dissenting Stockholder pursuant to, and each Dissenting Stockholder shall be entitled to receive only the payment provided by who complies in all respects with, Section 262 of the DGCL (the "Appraisal Provisions") shall not be converted into Merger Consideration as provided in Section 2.01(c), but rather the holders of Appraisal Shares shall be entitled to payment of the fair value of such Appraisal Shares in accordance with respect the Appraisal Provisions; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the Dissenting right to appraisal under the Appraisal Provisions, then the right of such holder to be paid the fair value of such holder's Appraisal Shares owned by such Dissenting Stockholder shall cease and such Dissenting Stockholder Appraisal Shares shall cease be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.01(c). The Company shall serve prompt notice to Parent of any other rights demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such Dissenting Sharesdemands. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating Prior to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct all negotiations and Proceedings with respect to any demand for appraisal under Effective Time, the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding Section 3.01(c) or any other provision of this Agreement to the last sentence contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who (i) files with the Company before or at the Shareholders’ Meeting a written objection to the Agreement, (ii) neither votes in favor of the Merger nor consents thereto in writing, and (iii) makes written demand on the Surviving Corporation within twenty days after the date on which the Effective Time occurs for payment of the fair value of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 351.455 of the MGBCL (each, a “Dissenting Shareholder”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (except as provided in this Section 3.02(f3.01(d), no ) but instead such Dissenting Stockholder Shareholder after the Effective Time shall be entitled to receive the payment of the fair value thereof by the Surviving Corporation as provided under the MGBCL (such shares, the “Appraisal Shares”). Any holder of Company Common Stock who fails to take any of the actions set forth in this Section 3.01(d) shall neither be deemed a Dissenting Shareholder nor entitled to appraisal rights as a dissenting shareholder, and each such share of Company Common Stock of such holder shall thereupon be converted into and become exchangeable only for the right to receive the Merger Consideration in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares3.01(c). The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating for payment of the fair value of any shares of Company Common Stock under Section 351.455 of MGBCL, and Parent shall have the right to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalsuch demands. The Company shall not, except Except with the prior written consent of Parent, the Company shall not voluntarily make any payment or deposit with respect to any demands for appraisalsto, or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding any other provision of this Agreement to the last sentence contrary, shares of this Section 3.02(f)MCBI Common Stock that are outstanding immediately prior to the Effective Time and with respect to which the shareholders thereof who are entitled to demand and have properly demanded (and not thereafter withdrawn) the fair value of such shares in accordance with Sections ▇▇-▇▇-▇▇▇ to ▇▇-▇▇-▇▇▇ of the TBCA and which shareholders have not voted in favor of the Merger and otherwise complied with the applicable provisions of Sections ▇▇-▇▇-▇▇▇ to ▇▇-▇▇-▇▇▇ of the TBCA in all respects (collectively, no Dissenting Stockholder the “Appraisal Shares”) shall not be converted into or represent the right to receive the Merger Consideration. Such shareholders instead shall be entitled to receive payment of the fair value of such shares held by them in accordance with the provisions of Sections ▇▇-▇▇-▇▇▇ to ▇▇-▇▇-▇▇▇ of the TBCA, except that all Appraisal Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights as dissenting shareholders under the TBCA shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Merger Consideration with pursuant to Section 2.8 and any dividends and other distributions payable in respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect Appraisal Shares pursuant to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Sharesthis Agreement. The Company MCBI shall give Parent ▇▇▇▇ (i) reasonably prompt notice and copies of MCBI’s receipt of any written demands for appraisal, actualpayment of fair value of any shares of MCBI Common Stock, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are the TBCA and received by the Company MCBI relating to the Company’s stockholdersshareholders’ demands of for appraisal rights and (ii) a reasonable the opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand for appraisal demands under the DGCL, including any determination to make any payment or deposit TBCA consistent with respect to any the obligations of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalMCBI thereunder. The Company MCBI shall not, except with the prior written consent of Parent▇▇▇▇, voluntarily (x) make any payment or deposit with respect to any demands for appraisalssuch demand, (y) offer to settle or settle any such demands demand for payment of fair value or approve (z) waive any withdrawal failure to timely deliver a written demand for payment of fair value or timely take any such demands, or agree, authorize or commit other action to do any perfect payment of fair value rights in accordance with the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIITBCA.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, any Shares that are issued and outstanding immediately prior to the Effective Time and as to which the holders thereof have properly demanded appraisal in accordance with Section 262 of this Section 3.02(f)the DGCL and have not effectively withdrawn such demand (collectively, no “Dissenting Stockholder Shares”) shall not be entitled converted into the right to receive the Per Share Merger Consideration unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.01(a), after giving effect to any required Tax withholdings pursuant to Section 2.03(e), and such Shares shall no longer be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to the such Shares. Each holder of Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Sharesholder. The Company shall give Parent (i) and US Parent prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company or any of its Representatives relating to the Company’s stockholders’ demands rights of appraisal and (ii) a reasonable opportunity Parent and US Parent shall be entitled to participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent and US Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsappraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIIexcept as required by applicable Law.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence of this Section 3.02(f), no Dissenting Stockholder shall be entitled to receive the Merger Consideration with respect contrary and to the Dissenting Shares owned extent available under the DGCL, shares of Company Stock that are outstanding immediately prior to the Effective Time and that are held by shareholders of the Company who shall have neither voted in favor of the Mergers nor consented thereto in writing and who shall have demanded properly in writing appraisal or dissenters’ rights for such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Company Common Stock in accordance with Section 262 of the DGCL, and otherwise complied with all of the provisions of the DGCL with respect relevant to the Dissenting Shares owned by such Dissenting Stockholder exercise and perfection of appraisal rights, shall not be converted into, and such Dissenting Stockholder shareholders shall cease have no right to receive, the applicable Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Stock under Section 262 of the DGCL, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable Per Share Merger Consideration, without any other rights interest thereon in accordance with respect this Agreement. (b) Prior to such Dissenting Shares. The the Closing, the Company shall give Parent Acquiror (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported appraisal received by the Company and any withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable the opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding any other provision of this Agreement to the last sentence contrary, shares of Company Common Stock that have not been voted in favor of (or consented to) adoption of this Section 3.02(f)Agreement, no Dissenting Stockholder shall be entitled to receive the Merger Consideration and with respect to the Dissenting Shares owned by such Dissenting Stockholder which a demand for payment and each Dissenting Stockholder shall be entitled to receive only the payment provided by appraisal has been properly made and perfected in accordance with Section 262 of the DGCL (the “Dissenting Shares”), shall not be converted into or represent the right to receive the Per Share Merger Consideration in accordance with respect Section 1.5(a), but shall be converted into the right to the Dissenting Shares owned by receive such Dissenting Stockholder and such Dissenting Stockholder shall cease consideration as may be determined to have any other rights be due with respect to such Dissenting Shares. Shares pursuant to the DGCL; provided that if a holder of Dissenting Shares (a “Dissenting Stockholder”) withdraws such holder’s demand for such payment and appraisal or becomes ineligible for such payment and appraisal then, as of the later of the Effective Time or the date of which such Dissenting Stockholder withdraws such demand or otherwise becomes ineligible for such payment and appraisal, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall automatically be converted into the right to receive the Per Share Merger Consideration in accordance with Section 1.5(a). (b) The Company shall give Parent (i) prompt notice and copies of any written demands for appraisaldissenters’ rights of any Company Common Stock, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are the DGCL and received by the Company relating which relate to the Company’s stockholdersany such demand for dissenters’ demands of appraisal rights and (ii) a reasonable the opportunity reasonably to direct all negotiations and Proceedings proceedings (subject to the Company’s right to object to any actions or positions taken by Parent that it deems, in its sole discretion, unreasonable) with respect to any demand demands for appraisal dissenters’ rights under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of ParentParent (which shall not be unreasonably withheld or delayed), voluntarily make any payment or deposit with respect to any demands for appraisals, dissenters’ rights or offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding anything to the last sentence contrary in this Agreement, Shares outstanding immediately prior to the Effective Time that are held by holders or beneficially owned by a “beneficial owner” (as defined in Section 262(a) of this Section 3.02(f), no Dissenting Stockholder shall be the DGCL) (a) who are entitled to receive demand appraisal rights under Section 262 of the Merger Consideration with respect to DGCL, (b) have properly exercised and perfected their respective demands for appraisal of such Shares in the Dissenting Shares owned by such Dissenting Stockholder time and each Dissenting Stockholder shall be entitled to receive only the payment manner provided by in Section 262 of the DGCL with respect to and (c) as of the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to Effective Time, have any other neither effectively withdrawn nor lost their rights with respect to such appraisal and payment under the DGCL (such Shares, the “Dissenting Shares. The Company ”), shall give Parent (i) prompt notice and copies not be converted into the right to receive Merger Consideration as of any written demands for appraisalthe Effective Time, actualbut shall, attempted or purported withdrawals by virtue of the Merger, be entitled to only such demands, and any other instruments served consideration as shall be determined pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands Section 262 of appraisal and (ii) a reasonable opportunity to direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including ; provided that if any determination holder or “beneficial owner” of Shares shall have failed to make any payment perfect or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost such Person’s right to appraisal and payment under the right under Section 262 DGCL, such Person’s Shares shall be deemed to have been converted as of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted Effective Time into the right to receive the Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 1.6(f)), and such Shares shall not be deemed to be Dissenting Shares. The Company shall provide Parent prompt written notice of any written demands received by the Company for appraisal of any Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL or other applicable Legal Requirements that relates to such demand, and Parent will have the opportunity and right to participate in, and after the Effective Time direct, all negotiations and Legal Proceedings with respect to such Eligible Shares pursuant demands. The Company shall not make or permit any payment to this Article IIIbe made with respect to, or offer to settle or settle, any such demands without the prior written consent of Parent.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 3.02(f)Home Bistro Common Stock and Home Bistro Preferred Stock outstanding immediately prior to the Effective Time and held by a stockholder who has not voted in favor of the Merger or consented thereto in writing and who has properly demanded appraisal for such shares in accordance with the DGCL, no Dissenting Stockholder shall not be converted into a right to receive shares of Company Common Stock and instead shall be entitled to receive payment of the Merger Consideration appraised value of such shares of Home Bistro Common Stock and Home Bistro Preferred Stock held by them in accordance with the DGCL unless such stockholder fails to effectively perfect or withdraws or otherwise loses such stockholder’s right to appraisal. If, after the Effective Time such stockholder fails to perfect or withdraws or loses such stockholder’s right to appraisal, such shares of Home Bistro Common Stock or Home Bistro Preferred Stock shall be treated as if they had been converted as of the Effective Time into the right to receive such consideration. Home Bistro shall give the Company prompt notice of any demands received by Home Bistro for appraisal of shares of Home Bistro Common Stock. Home Bistro shall not settle, make any payments with respect to, or offer to settle, any claim with respect to dissenting shares without the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 consent of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting SharesCompany. The Company Home Bistro shall give Parent (i) Company prompt written notice and copies of any written demands for appraisalby dissenting stockholders received by Home Bistro, actual, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are on Home Bistro and any material correspondence received by Home Bistro in connection with such demands, and Company shall have the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity right to direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under such demands; provided that Home Bistro shall have the DGCL, including any determination right to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment participate in the Proceedings regarding appraisalsuch negotiations and proceedings. The Company Home Bistro shall not, except with the Company’s prior written consent of Parentconsent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands demands, or approve any withdrawal of any such demands, demands or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding any provision of this Agreement to the last sentence contrary, any issued and outstanding shares of Company Common Stock held by persons who have exercised and perfected appraisal rights for such shares of Company Common Stock in accordance with Section 262 of the DGCL (“Dissenting Shares”) and as of the Effective Time have neither effectively withdrawn nor lost any right to such appraisal, shall not be converted into or represent a right to receive the Estimated Merger Consideration and any other amounts payable under this Section 3.02(f), no Article III attributable to such Dissenting Stockholder Shares. Such stockholders shall be entitled to receive payment of the Merger Consideration appraised value of such shares of Company Common Stock held by them in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect DGCL, unless and until such stockholders fail to perfect, effectively withdraw or otherwise lose their appraisal rights under the DGCL. Notwithstanding the foregoing, if any dissenting stockholder shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then as of the Effective Time or the occurrence of such event, whichever occurs later, such Dissenting Shares owned by shall automatically be converted into and represent only the right to receive the Estimated Merger Consideration and any other amounts payable under this Article III, without interest thereon, upon surrender of the Certificate or Certificates representing such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights Shares in accordance with respect to such Dissenting SharesSection 3.7. The Company shall give provide Parent (ia) prompt notice and copies of any written demands for appraisalappraisal or payment of the fair value of any shares of Company Capital Stock, actual, attempted or purported withdrawals the withdrawal of such demands, demands and any other related instruments served pursuant to (or purportedly pursuant to) applicable Law that are the DGCL and received by the Company relating to the Company’s stockholders’ demands of appraisal , and (iib) a reasonable the opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, if required by the OGCL (but only to the extent required thereby) any Shares that are issued and outstanding immediately prior to the Effective Time and that are held by holders who have not voted such Shares in favor of the adoption of this Agreement and who are entitled to and have properly demanded dissenters rights with respect thereto in accordance with, and otherwise have complied in all respects with, Section 3.02(f)1701.85 of the OGCL and have not effectively withdrawn such demand (collectively, no “Dissenting Stockholder Shares”) shall not be entitled converted into the right to receive the Per Share Merger Consideration with respect as provided in Section 2.1(a), unless and until such Person shall have effectively withdrawn or otherwise irrevocably lost or failed to perfect such Person’s right to appraisal or payment under the Dissenting OGCL, at which time such Shares owned by such Dissenting Stockholder shall thereupon be automatically converted into and each Dissenting Stockholder shall be entitled become exchangeable for the right to receive only the payment provided by Section 262 receive, as of the DGCL with respect Effective Time, the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to the Dissenting Shares owned by such Dissenting Stockholder any required Tax withholdings pursuant to Section 2.3(f), and such Shares shall not be deemed Dissenting Stockholder Shares, and such holder thereof shall cease to have any other rights with respect to such Shares. Each Dissenting SharesShare shall no longer be outstanding, shall automatically be cancelled 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 cash value of such Dissenting Shares in accordance with the provisions of, and as provided by, Section 1701.85 of the OGCL 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 OGCL. The Company shall give Parent (ia) prompt written notice and copies of any written demands for appraisal, actual, attempted or purported any withdrawals of such demands, and any other instruments served written demand, notice, withdrawal or instrument pursuant to (or purportedly pursuant to) applicable Law that are received by or delivered to the Company relating to the Company’s stockholdersshareholders’ demands rights of appraisal or to such demands or withdrawals and (iib) a reasonable the opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalthereto. The Company shall not, except with the prior written consent of Parent, voluntarily and prior to the Effective Time, Parent shall not, except with the prior written consent of the Company, make any payment or deposit with respect to any demands for appraisals, appraisal or offer to settle or compromise, or settle or compromise or otherwise negotiate, any such demands demands, or approve any withdrawal of any such demands, or agreewaive any failure to timely deliver a written demand for appraisal or otherwise to comply with the provisions under Section 1701.85 of the OGCL, authorize or commit propose or agree to do any of the foregoing. If any Dissenting Stockholder Adjustments . Notwithstanding anything to the contrary herein, in the event that the number of Shares or securities convertible or exchangeable into or exercisable for Shares issued and outstanding after the date hereof and prior to the Effective Time shall have effectively withdrawn been changed into a different number of Shares or otherwise waived securities or lost a different class as a result of a reclassification, stock split (including a reverse stock split), combination, stock dividend or distribution, recapitalization, subdivision, merger, issuer tender or exchange offer, or other similar transaction, then the right under Per Share Merger Consideration shall be equitably adjusted to provide to Parent and the holders of Shares, Options, Share Units and PSUs the same economic effect as contemplated by this Agreement prior to such event; provided that nothing in this Section 262 2.5 shall be construed to permit the Company, any subsidiary of the DGCL with respect Company or any other Person to take any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into action that is otherwise prohibited by the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to terms of this Article IIIAgreement.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Company Common Stock or Company Series A Preferred Stock that are outstanding immediately prior to the Effective Time (other than any shares to be cancelled pursuant to Section 3.02(f3.2(c), no Dissenting Stockholder shall be ) and that are held by any Person who is entitled to demand and properly demands appraisal of such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL shall not be converted into the right to receive the Merger Consideration and shall entitle the holder only to payment for such Appraisal Shares in accordance with respect and to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment extent provided by Section 262 of the DGCL with respect DGCL; provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL, then such Appraisal Shares shall automatically be deemed to have been converted as of the Effective Time into, and become exchangeable solely for the right to receive, Merger Consideration as provided in Section 3.2(a) or Section 3.2(b), as applicable. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock or Company Series A Preferred Stock, of any withdrawals of such demands and of any other instruments received by the Company pursuant to Section 262 of the DGCL, and Parent shall have the right to participate in and direct (provided, that such direction may not result in a binding obligation on the part of the Company that is effective prior to the Dissenting Shares owned by such Dissenting Stockholder Effective Time) all negotiations and such Dissenting Stockholder shall cease to have any other rights proceedings with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost Any cash deposited with the right under Paying Agent pursuant to Section 262 of the DGCL 3.3(a) with respect to any Dissenting Shares, such Dissenting shares of Company Common Stock or Company Series A Preferred Stock that become Appraisal Shares shall become Eligible Shares and thereupon converted into the right be returned to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIIParent upon demand therefor.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Company Interests held by Company Members who did not execute this Agreement in connection with the Merger, who comply with all of this Section 3.02(fthe relevant provisions of Sections 605.1006 and 605.1061-605.1072 of the LLC Act and have not effectively withdrawn, lost or failed to perfect any appraisal rights thereunder (the “Dissenting Interests”), no shall not be converted into, or represent the right to receive, the Merger Consideration unless and until such Company Members shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the LLC Act. Any such Company Member who holds Dissenting Stockholder Interests shall have only such rights in respect of the Dissenting Shares owned by them as are provided by Sections 605.1006 and 605.1061-605.1072 of the LLC Act. If any such Company Member shall have failed to perfect or shall have effectively withdrawn or lost such right, each of such Member’s Dissenting Interests shall thereupon be entitled deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive the Merger Consideration without any interest thereon, pursuant to the terms of Section 2 of this Agreement. Any Party who receives any notice with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company Interests shall give Parent (ia) prompt notice and copies of any written demands for appraisal, actualappraisal of any Membership Interests, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (the LLC Act or purportedly pursuant to) applicable Law that are otherwise received by the Company relating to the Company’s stockholdersCompany Members’ demands rights of appraisal under any applicable Law (including the LLC Act), and (iib) a reasonable opportunity the opportunity, at its own expense, to direct on behalf of Surviving Corporation all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of LLC Act. Neither the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of Company nor the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall notSurviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to, or deposit settle or offer to settle, any such demand for payment. No Company Member (other than a holder of Dissenting Interests), nor the Noteholders shall have any liability to any Party with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any rights asserted by Company Members holding Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares Interests pursuant to this Article IIISection 2.4, including under ARTICLE VIII.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, any shares of this Company Capital Stock outstanding immediately prior to the Effective Time and held by a holder who has properly exercised the holder’s appraisal rights in accordance with Section 3.02(f262 of the DGCL or any successor provision and has not failed to perfect, withdrawn or otherwise lost such holder’s right to appraisal and payment (“Dissenting Shares”) will not be converted into, or represent the right to receive, the Merger Consideration. Each holder of Dissenting Shares who, pursuant to the DGCL, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with the DGCL (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, no after the Effective Time, any such holder fails to perfect or effectively withdraws or loses its right to appraisal, such former Dissenting Stockholder shall Shares will thereupon be entitled treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration with respect to which such holder is entitled, without interest thereon, upon the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 surrender of the DGCL with respect to the Dissenting Shares owned by Certificate(s) which formerly represented such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such former Dissenting Shares, in the manner provided in Section 3.3. The Company shall give Parent will provide the Purchaser (ia) prompt notice and copies of any written demands received by the Company for appraisal, actualappraisal of shares of Company Capital Stock, attempted or purported withdrawals of such demands, demands and any other instruments instrument served pursuant to (or purportedly pursuant to) applicable Law that are the DGCL and received by the Company relating to the Company’s stockholders’ demands rights of appraisal appraisal, and (iib) a reasonable the opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL, including any determination to . The Company will not voluntarily make any payment or deposit with respect to, or settle or offer to settle, any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall notsuch demand for payment, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIIPurchaser.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary and to the extent available under the DGCL, shares of this Section 3.02(f), no Dissenting Stockholder Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall be entitled to receive have neither voted in favor of the Merger Consideration nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL and otherwise complied with respect all of the provisions of the DGCL relevant to the Dissenting Shares owned by such Dissenting Stockholder exercise and perfection of dissenters’ rights shall not be converted into, and such Dissenting Stockholder stockholders shall cease have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Merger Consideration, without any other rights with respect interest thereon, upon surrender, if applicable, in the manner provided in Section 3.02b), of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock or Company Preferred Stock (as the case may be). (b) Prior to such Dissenting Shares. The the Closing, the Company shall give Parent Novus (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported appraisal received by the Company and any withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable the opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of ParentNovus (which consent shall not be unreasonably withheld), voluntarily make any payment or deposit with respect to any demands for appraisals, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of this Section 3.02(fthe Merger (the "DISSENTING SHARES"), no Dissenting Stockholder which stockholders comply with all of the relevant provisions of Delaware Law (the "DISSENTING STOCKHOLDERS"), shall not be entitled converted into or be exchangeable for the right to receive the Merger Consideration with respect Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under Delaware Law. If any Dissenting Shareholder 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 Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled right to receive only the payment provided by Section 262 receive, as of the DGCL with respect to Effective Time, the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent PCA (ia) prompt notice and copies of any written demands for appraisal, actualappraisal of any Shares, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Delaware Law that are and received by the Company relating to the Company’s stockholders’ demands ' rights of appraisal appraisal, and (iib) a reasonable the opportunity to direct direct, in its reasonable business judgment, all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under Delaware Law. Neither the DGCL, including any determination to make any payment or deposit with respect to any of Company nor the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall notSurviving Corporation shall, except with the prior written consent of ParentPCA, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder Shareholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Shareholder shall thereupon be treated as though such Shares shall become Eligible Shares and thereupon had been converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIISection 2.1.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary and to the extent available under the DGCL, shares of this Section 3.02(f), no Dissenting Stockholder Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall be entitled to receive have neither voted in favor of the Merger Consideration nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Common Stock in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL and otherwise complied with respect all of the provisions of the DGCL relevant to the Dissenting Shares owned by such Dissenting Stockholder exercise and perfection of dissenters’ rights shall not be converted into, and such Dissenting Stockholder stockholders shall cease have no right to receive, the Per Share Closing Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its rights to appraisal of such shares of Company Common Stock under Section 262 of the DGCL shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Closing Merger Consideration without any other rights with respect interest thereon, upon surrender, if applicable, in the manner provided in Section 3.02(b), of the Certificate or Certificates that formerly evidenced such shares of Company Common Stock. (b) Prior to such Dissenting Shares. The the Closing, the Company shall give Parent Adara (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported appraisal received by the Company and any withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable the opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of ParentAdara (which consent shall not be unreasonably withheld), voluntarily make any payment or deposit with respect to any demands for appraisals, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject No Person who has perfected a demand for appraisal rights pursuant to Section 262 of the last sentence of this Section 3.02(f), no Dissenting Stockholder DGCL shall be entitled to receive shares of Parent Common Stock or cash in lieu of fractional shares thereof or any dividends or other distributions pursuant to this Article III unless and until the Merger Consideration with respect holder thereof shall have effectively withdrawn or lost such holder’s right to appraisal under the Dissenting Shares owned by such Dissenting Stockholder DGCL, and each any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Stockholder. If any Dissenting Stockholder shall cease have effectively withdrawn or lost the right to have any other rights dissent with respect to any Shares, such Dissenting SharesShares shall thereupon be treated as though such Shares had been converted, as of the Effective Time, into shares of Parent Common Stock pursuant to Section 3.2 of this Agreement. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands rights of appraisal and (ii) a reasonable the opportunity to to, at Parent’s expense, participate in and direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of ParentParent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time (other than the Exception Shares) and that are held by stockholders of this the Company who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 3.02(f262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into, or represent the right to receive, the Merger Consideration (collectively, the “Dissenting Shares”), no . Dissenting Stockholder Stockholders shall be entitled to receive payment of the Merger Consideration with respect to fair value of the Dissenting Shares owned in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Shares held by stockholders of the Company who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by shares under Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration in accordance with Section 3.07, without any other rights with respect to interest thereon, upon surrender, of the Book Entry Shares or the Certificate or Certificates that formerly evidenced such Dissenting Shares. . (b) The Company shall give Parent (i) prompt notice and copies as promptly as reasonably practicable upon receipt by the Company of any written demands demand for appraisal, actual, attempted or purported payment pursuant to Section 262 of the DGCL and of withdrawals of such demands, notice and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company law relating to the Company’s stockholders’ demands rights of appraisal appraisal, and (ii) a reasonable opportunity Parent will have the right to direct participate in and control all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsappraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit . Any payments to do any be made in respect of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares will be made by Parent and/or the Surviving Corporation and thereupon converted into not by the right to receive Company, Purchaser or by the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIIPaying Agent from the Exchange Fund.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence of this Section 3.02(f), no Dissenting Stockholder shall be entitled to receive the Merger Consideration with respect contrary and to the Dissenting extent available under the DGCL, Yankees Shares owned that are outstanding immediately prior to the Yankees Effective Time and that are held by holders of Yankees Shares who shall have neither voted in favor of the Yankees Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Yankees Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”), shall not be converted into, or represent the right to receive, the Yankees Merger Consideration. Such Yankees stockholders shall be entitled instead to receive payment of the fair value of such Yankees Shares held by them in accordance with respect to the provisions of such Section 262, except that all Dissenting Shares owned held by holders of Yankees Shares who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Dissenting Stockholder and Yankees Shares under such Dissenting Stockholder Section 262 shall cease thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Yankees Effective Time, the right to receive the Standard Election, without any other rights interest thereon, in accordance with respect to such Dissenting Shares. The Company Section 2.1(c). (b) Yankees shall give Braves and Parent (i) prompt notice and copies of any written demands for appraisalappraisal received by Yankees, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are the DGCL and received by the Company relating to the Company’s stockholders’ demands of appraisal Yankees and (ii) a reasonable the opportunity to direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company Yankees shall not, except with the prior written consent of ParentBraves, voluntarily make any payment or deposit with respect to any demands for appraisals, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of Marker Capital Stock that are outstanding immediately prior to the Effective Time (other than shares canceled pursuant to Section 1.5(a)(i)) and are held by a Marker Stockholder who has not voted in favor of adoption of this Section 3.02(f)Agreement or consented thereto in writing and who has properly exercised and perfected appraisal rights for such shares of Marker Common Stock in accordance with the DGCL (collectively, no the “Dissenting Stockholder Shares”) shall not be converted into or represent the right to receive the portion of the Merger Consideration attributable to such Dissenting Shares, but instead shall be entitled to receive only such rights as are granted by Section 262 of the Merger Consideration with respect DGCL; provided, however, that if after the Effective Time, such stockholder fails to perfect or effectively withdraws or otherwise loses such holder’s appraisal rights under the DGCL or if a court of competent jurisdiction determines that such holder is not entitled to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment relief provided by Section 262 of the DGCL with respect DGCL, such shares of Marker Common Stock shall be deemed to the Dissenting Shares owned by such Dissenting Stockholder be converted into and such Dissenting Stockholder shall cease to have any other rights with respect become exchangeable for, as of the Effective Time, the right to receive the portion of the Merger Consideration attributable to such Dissenting Shares. The Company Shares upon their surrender in the manner provided in Section 1.5, without interest thereon. (b) Marker shall give Parent (i) TapImmune prompt written notice and copies of any written demands for appraisalby dissenting stockholders received by Marker, actual, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are on Marker and any material correspondence received by the Company relating to the Company’s stockholders’ demands of appraisal Marker in connection with such demands. Marker and (ii) a reasonable opportunity to direct TapImmune shall jointly participate in all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalsuch demands except as limited by applicable Legal Requirements. The Company shall notNeither Marker nor TapImmune will, except with the prior written consent of Parentthe other, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit unless and to the extent required to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right so under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIIapplicable Legal Requirements.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of this the Merger or consented thereto in writing and who shall have properly demanded and perfected appraisal rights under Section 3.02(f), no 262 of the DGCL (the “Dissenting Stockholder Shares”) shall not be converted into or represent the right to receive the applicable Per Common Share Amount but instead shall be entitled to receive such payment from the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights Surviving Corporation with respect to such Dissenting SharesShares as shall be determined pursuant to Section 262 of the DGCL; provided, however, that if such holder shall have failed to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal and payment under the DGCL, each such Share held by such holder shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive, without any interest thereon, the Per Common Share Amount in accordance with Section 2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall give Parent (i) prompt notice and copies to Parent of any written demands received by the Company for appraisal, actual, appraisals of any Shares and attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are Section 262 of the DGCL and received by the Company relating to rights to be paid the Company’s stockholders’ demands “fair value” of appraisal Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) a reasonable opportunity Parent shall have the right to direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment or deposit with respect to any demands for appraisalsappraisals of Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares (the "Dissenting Shares") that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of this Section 3.02(f), no Dissenting Stockholder shall be entitled to receive the Merger Consideration and who comply with respect to all of the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by relevant provisions of Section 262 of the DGCL with respect (the "Dissenting Stockholders") shall not be converted into or be exchangeable for the right to receive the Dissenting Shares owned by such Dissenting Stockholder Merger Consideration, unless and such until the holder or holders thereof shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any Dissenting Stockholder shall cease 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 Effective Time, the Merger Consideration for each Share without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent DCNA (i) prompt notice and copies of any written demands for appraisal, actualappraisal of any Shares, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are the DGCL and received by the Company relating to the Company’s stockholders’ demands ' rights of appraisal appraisal, and (ii) a reasonable the opportunity to direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of . Neither the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of Company nor the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall notSurviving Corporation shall, except with the prior written consent of ParentDCNA, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares shall become Eligible Shares and thereupon had been converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIISection 2.7(b).

Appraisal Rights. Subject Company Common Shares or Company Preferred Shares that have not been voted for adoption of the Merger and with respect to which appraisal rights have been properly demanded in accordance with Sections 1300 to 1313 of the last sentence CGCL (“Dissenting Shares”) shall not be converted into the right to receive any portion of this Section 3.02(f)the Merger Consideration at or after the Effective Time, no and holders of such Dissenting Stockholder Shares shall be entitled to receive such consideration as may be determined to be due to any such holders of Dissenting Shares pursuant to Sections 1300 to 1313 of the CGCL; provided, however, that, if any such holder withdraws his, her or its demand for appraisal rights or becomes ineligible for appraisal rights, then, as of the Effective Time or the occurrence of such event, whichever later occurs, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the Merger Consideration in accordance with respect Sections 2.13 and 2.14. Each holder of Dissenting Shares who pursuant to the provisions of Sections 1300-1313 of the CGCL becomes entitled to payment thereunder for such shares, shall receive payment therefore in accordance with Sections 1300-1313 of the CGCL (but only after the value of such Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect have been agreed upon or finally determined pursuant to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Sharesapplicable provisions of CGCL). The Company shall give Parent (i) prompt notice and copies to Parent of any written demands received by the Company for appraisalappraisal of any Company Common Shares or Company Preferred Shares, actual, attempted or purported any withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating that relate to any such demand for, and Parent shall have the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity right to direct participate in all negotiations and Proceedings proceedings with respect to any demand for appraisal under such demands. Before the DGCLEffective Time, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence of this Section 3.02(f), no Dissenting Stockholder shall be entitled to receive the Merger Consideration with respect contrary and to the Dissenting Shares owned extent available under the DGCL, shares of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who shall have neither voted in favor of the Mergers nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Company Common Stock in accordance with Section 262 of the DGCL and otherwise complied with respect all of the provisions of the DGCL relevant to the Dissenting Shares owned by such Dissenting Stockholder exercise and perfection of dissenters’ rights shall not be converted into, and such Dissenting Stockholder stockholders shall cease have no right to receive, the Per Share Merger Consideration unless and until such stockholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under the DGCL. Any stockholder of the Company who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights to appraisal of such shares of Company Common Stock under Section 262 of the DGCL, shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the applicable Per Share Merger Consideration, without any other rights with respect interest thereon. (b) Prior to such Dissenting Shares. The the Closing, the Company shall give Parent GX (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported appraisal rights received by the Company and any withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable the opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of ParentGX (which consent shall not be unreasonably withheld), voluntarily make any payment or deposit with respect to any demands for appraisals, appraisal rights or offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject If holders of CustomWare Stock are entitled to ---------------- appraisal rights in connection with the last sentence of this Section 3.02(f)Merger, no any Dissenting Stockholder Shares shall not be converted into a right to receive Visigenic Common Stock but shall be entitled converted into the right to receive the Merger Consideration with respect such consideration as may be determined to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights due with respect to such Dissenting SharesShares pursuant to the laws of the State of California. The Company CustomWare shall give Parent (i) Visigenic prompt notice and copies of any written demands demand received by CustomWare for appraisal, actual, attempted or purported withdrawals appraisal of such demandsCustomWare capital stock, and any other instruments served pursuant the Shareholder shall have the right to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct control all negotiations and Proceedings proceedings with respect to any demand for appraisal under such demand, provided that Visigenic shall have the DGCL, including any determination right to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment participate in the Proceedings regarding appraisalall such negotiations and proceedings. The Company shall notCustomWare agrees that, except with the prior written consent of ParentVisigenic or as required under the General Corporation Law of the State of California (the "CGCL"), it will not voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal demand for appraisal. Each holder of any such demandsDissenting Shares ("Dissenting Shareholder") who, or agree, authorize or commit pursuant to do any the provisions of the foregoing. If any Dissenting Stockholder CGCL, becomes entitled to payment of the value of shares of CustomWare Stock shall receive payment therefor (but only after the value therefor shall have effectively withdrawn been agreed upon or otherwise waived or lost finally determined pursuant to such provisions). In the right under Section 262 event of legal obligation, after the Effective Time of the DGCL with respect Merger, to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the deliver a right to receive Visigenic Common Stock to a holder of shares of CustomWare capital stock who shall have failed to make an effective demand for appraisal or shall have lost his status as a Dissenting Shareholder, Visigenic shall deliver, upon surrender by such Dissenting Shareholder of his certificate or certificates representing shares of CustomWare Stock, as applicable, the Merger Consideration with respect Visigenic Common Stock to which such Eligible Shares pursuant to Dissenting Shareholder is then entitled under this Article IIISection 2.5 and the Certificate of Merger.

Appraisal Rights. Subject Notwithstanding any other provision of this Agreement to the last sentence contrary, shares of this BKYF Common Stock that are outstanding immediately prior to the Effective Time and with respect to which the shareholders thereof have given notice of their intention to assert the right to dissent in accordance with Section 3.02(f)271B.13-210 of the KBCA and which shareholders have not voted in favor of the Merger and otherwise complied with the provisions of Subtitle 13 of the KBCA to become a “Dissenter” as defined therein (collectively, no Dissenting Stockholder the “Appraisal Shares”) shall not be converted into or represent the right to receive the Merger Consideration. Such shareholders instead shall be entitled to receive payment of the fair value of such shares held by them in accordance with Subtitle 13 of the KBCA, except that all Appraisal Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights as dissenting shareholders under the KBCL shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Merger Consideration with respect pursuant to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares2.7. The Company BKYF shall give Parent (i) prompt notice and copies of any written demands for appraisal, actualpayment of fair value of any shares of BKYF Common Stock, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are the KBCL and received by the Company BKYF relating to the Company’s stockholdersshareholders’ demands of appraisal dissenters’ rights and (ii) a reasonable the opportunity to direct participate in all negotiations and Proceedings proceedings with respect to any demand for appraisal demands under the DGCL, including any determination to make any payment or deposit KBCL consistent with respect to any the obligations of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalBKYF thereunder. The Company BKYF shall not, except with the prior written consent of Parent, voluntarily (x) make any payment or deposit with respect to any demands for appraisalssuch demand, (y) offer to settle or settle any such demands demand for payment of fair value or approve (z) waive any withdrawal failure to timely deliver a written demand for payment of fair value or timely take any such demands, or agree, authorize or commit other action to do any perfect payment of fair value rights in accordance with the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIIKBCL.

Appraisal Rights. Subject to the last sentence No holder of this Section 3.02(f), no Dissenting Stockholder Shares (a “Dissenting Stockholder”) shall be entitled to receive the any Merger Consideration with or dividends or other distributions pursuant to Section 2.3 in respect to the of such Dissenting Shares owned by unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to seek appraisal of its Dissenting Stockholder Shares under the DGCL, and each any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Stockholder. If any Person who otherwise would be deemed a Dissenting Stockholder shall cease have failed properly to perfect or shall have any other rights effectively withdrawn or lost the right to seek appraisal with respect to any Dissenting Shares, such Dissenting SharesShares shall thereupon be treated as though such Dissenting Shares had been converted into the Merger Consideration pursuant to Section 1.8. The Company shall give Parent Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands rights of appraisal and (ii) a reasonable the opportunity to direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsappraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary and to the extent available under Delaware Law, shares of this Company Stock that are outstanding imme- diately prior to the First Company Merger Effective Time and that are held by holders of shares of Company Stock who shall have neither voted in favor of the First Company Merger nor con- sented thereto in writing and who shall have demanded properly in writing appraisal for such shares of Company Stock in accordance with Section 3.02(f262 of Delaware Law (collectively, the “Dissenting Shares”), no Dissenting Stockholder shall not be converted into, or represent the right to receive, the Company Merger Consideration (or, for the avoidance of doubt, the Cheetah Merger Consideration). The holders of such shares of Company Stock shall be entitled to receive the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled instead to receive only the payment provided by Section 262 of Delaware Law, except that all Dissenting Shares held by holders of shares of Company Stock who shall have failed to perfect or who effectively shall have with- drawn or lost their rights to appraisal of such shares of Company Stock under Section 262 of Delaware Law shall thereupon be deemed to have been converted into, and to have become ex- changeable for, as of the DGCL First Company Merger Effective Time, the right to receive the Compa- ny Merger Consideration (which shall represent, with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease Company Stock Merger Consideration, the right to have receive the New Charter Merger Consideration), in each case without any other rights interest thereon, in accordance with respect to such Dissenting Shares. Section 2.02. (b) The Company shall give Parent and New Charter (i) prompt notice and copies of any written demands for appraisalappraisal received by the Company, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Delaware Law that are and received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity the oppor- tunity to direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalDel- aware Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this NitroMed Common Stock that are outstanding immediately prior to the Effective Time and which are held by stockholders who have exercised and perfected appraisal rights for such shares of NitroMed Common Stock in accordance with the DGCL (collectively, the "Dissenting Shares") shall not be converted into or represent the right to receive the Merger Consideration described in Section 3.02(f), no 1.5(a)(ii) attributable to such Dissenting Stockholder Shares. Such stockholders shall be entitled to receive payment of the appraised value of such shares of NitroMed Common Stock held by them in accordance with the DGCL, unless and until such stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their right to appraisal of such shares of NitroMed Common Stock under the DGCL shall thereupon be deemed to be converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect attributable to such Dissenting Shares. The Company Shares upon their surrender in the manner provided in Section 1.8. (b) NitroMed shall give Parent Deerfield (i) prompt written notice and copies of any written demands for appraisalby dissenting stockholders received by NitroMed, actual, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are on NitroMed and any material correspondence received by the Company relating to the Company’s stockholders’ NitroMed in connection with such demands of appraisal and (ii) a reasonable the opportunity to direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company NitroMed shall not, except with the prior written consent of ParentDeerfield, voluntarily make any payment or deposit with respect to any demands for appraisalsappraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding anything in this Agreement to the last sentence contrary, but only to the extent required by the DGCL, any shares of this Section 3.02(f), no Dissenting Stockholder shall be Capital Stock outstanding immediately prior to the Effective Time (other than Acquired Stock) held by any holder who has not voted in favor of the Merger and is otherwise entitled to receive the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder demand, and each Dissenting Stockholder shall be entitled who properly demands, to receive only payment of the payment provided by fair value for such shares of Capital Stock in accordance with Section 262 of the DGCL with respect (such shares, “Dissenting Shares”) shall not be converted pursuant to Section 2.7 into the Dissenting Shares owned by right to receive Transaction Consideration unless such Dissenting Stockholder and holder fails to perfect or otherwise effectively withdraws or loses such Dissenting Stockholder shall cease holder’s right to have any other rights with respect to receive payment of the fair value of such Dissenting Shares. If, after the Effective Time, such holder fails to perfect or loses its right to demand or receive such payment, such shares of Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive Transaction Consideration, without interest thereon, pursuant to Section 2.7. (b) The Company (or, after Closing, the Securityholder Representative) shall give Parent Buyer (i) prompt notice and copies a copy of any written demands notice of any demand for appraisalpayment or objection to the Merger by a holder of Capital Stock (other than Acquired Stock), actual, attempted or purported withdrawals of such demands, any request to withdraw a demand for payment and of any other instruments served notice or instrument delivered to it pursuant to (or purportedly pursuant to) applicable Law that are received by Section 262 of the Company relating to the Company’s stockholders’ demands of appraisal DGCL and (ii) a reasonable the opportunity to direct participate at Buyer’s sole expense in all negotiations and Proceedings proceedings with respect to any demand for appraisal under such demands, objections and requests. After Closing, the DGCL, including any determination to make any payment or deposit Securityholder Representative shall control all proceedings with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, foregoing; provided that except with the prior written consent of ParentBuyer which consent shall not be unreasonably withheld, voluntarily delayed or conditioned, the Company (or, after Closing, the Securityholder Representative) shall not make any payment or deposit with respect to any demands for appraisalssuch demands, objections and requests and shall not settle (or offer to settle or settle settle) any such demands demands, objections and requests or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIIsame.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 3.02(fCompany Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a holder who (a) did not vote in favor of the Merger (or consent thereto in writing), no (b) is entitled to demand and properly demands and perfects such holder’s right to appraisal and to be paid the fair value of such shares pursuant to, and who complies in all respects with, the provisions of Sections 607.1302 et seq. of the FBCA and (c) has not effectively withdrawn or otherwise lost or forfeited such holder’s right to appraisal and payment under the FBCA (such shares, the “Dissenting Stockholder Shares”), shall not be converted into or exchanged for the Aggregate Merger Consideration (or the right to receive such consideration), but instead the holder of such Dissenting Shares shall be entitled to receive payment of the Merger Consideration fair value thereof in accordance with respect to the provisions of Sections 607.1302 et seq. of the FBCA (and at the Effective Time, such Dissenting Shares owned by such Dissenting Stockholder shall no longer be outstanding and each Dissenting Stockholder shall automatically be entitled cancelled and retired and shall cease to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder exist or be outstanding, and such Dissenting Stockholder holder shall cease to have any other rights right with respect thereto, except the right to receive the fair value of such Dissenting SharesShares in accordance with Section 607.1302 et seq. of the FBCA). If any such holder of shares of Company Common Stock shall have failed to perfect such holder’s right to receive, or shall have effectively waived, withdrawn, lost or forfeited any right to demand or receive, the fair value of such shares of Company Common Stock under such provisions of the FBCA, then, such holder’s shares of Company Common Stock shall thereupon be deemed and treated as if they had, at the Effective Time, been converted into the right to receive the Aggregate Merger Consideration in accordance with Section 3.1(a), without any interest thereon and subject to any required Tax withholding. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisalnotices of any shareholder’s intent to demand payment or exercise appraisal rights in respect of any shares of Company Common Stock, actual, withdrawals or attempted or purported withdrawals of such demands, notices and any other notices or instruments served pursuant to (or purportedly pursuant to) applicable Law that are the FBCA and received by the Company relating to the Company’s stockholders’ demands any attempted, purported or actual exercise of appraisal rights and (ii) a reasonable the opportunity to participate in, direct and control all discussions, negotiations and Proceedings proceedings with respect to any demand for the exercise of such appraisal rights under the DGCL, including any determination to make any payment or deposit with respect to any Section 607.1302 et seq. of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL FBCA; provided, that prior to Closing, the entry Company shall be afforded the opportunity to participate in any such discussions, negotiations and proceedings; provided further, that no settlements of judgment in any such claims shall be made by Parent at any time prior to Closing without the Proceedings regarding appraisalCompany’s consent (such consent not to be unreasonably withheld, conditioned or delayed). The Company (or the Surviving Entity) shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or deposit settle, or offer or agree to settle, any payment with respect to any demands such exercise of appraisal rights or demand for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any payment in connection therewith. Any portion of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Closing Merger Consideration with respect made available to such Eligible Shares the Exchange Agent pursuant to this Article IIISection 3.3 to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Appraisal Rights. Subject Notwithstanding anything in ---------------- this Agreement to the last sentence contrary, Shares (the "Dissenting Shares") that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of this Section 3.02(f), no Dissenting Stockholder shall be entitled to receive the Merger Consideration and who comply with respect to all of the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by relevant provisions of Section 262 of the DGCL with respect (the "Dissenting Stockholders") shall not be converted into or be exchangeable for the right to receive the Dissenting Shares owned by Merger Consideration, unless and until such Dissenting Stockholder and 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 cease 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 Effective Time, the Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actualappraisal of any Shares, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are the DGCL and received by the Company relating to the Company’s stockholders’ demands ' rights of appraisal appraisal, and (ii) a reasonable the opportunity to direct all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of . Neither the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of Company nor the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall notSurviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares shall become Eligible Shares and thereupon had been converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIISection 2.4(c).

Appraisal Rights. Subject Notwithstanding anything to the last sentence contrary contained in this Agreement, shares of Merger Partner Common Stock that are outstanding immediately prior to the Merger Effective Time (other than Owned Merger Partner Shares) and that are held by stockholders or beneficial owners thereof who, in either case, have not voted in favor of the adoption of this Section 3.02(f)Agreement and who have demanded, no Dissenting Stockholder shall be entitled to receive the properly in writing, appraisal for such shares of Merger Consideration Partner Common Stock in accordance with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be cancelled and converted into, or represent the right to receive, the Per Share Price in accordance with respect Section 1.5, but instead will entitle such person only to the such rights as are afforded a holder or beneficial owner of Dissenting Shares owned under Section 262 of the DGCL. Any Dissenting Shares held by stockholders or beneficial owners, as applicable, who have demanded appraisal thereof but who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights to appraisal of such Dissenting Stockholder and such Dissenting Stockholder shares of Merger Partner Common Stock under Section 262 of the DGCL shall thereupon cease to have remain Dissenting Shares and resume the state of Merger Partner Common Stock converted into and be exchangeable for, as of the Merger Effective Time, the right to receive the Per Share Price in accordance with Section 1.5, without any other rights with respect to interest thereon, upon surrender, in the manner provided in Section 1.8 of such Dissenting Sharesshares of Merger Partner Common Stock. The Company ▇▇▇▇▇▇ Partner shall give Parent (i) Buyer prompt notice and copies of any written demands for appraisalappraisal received by ▇▇▇▇▇▇ Partner, actual, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are the DGCL and received by the Company relating ▇▇▇▇▇▇ Partner, and ▇▇▇▇▇ and ▇▇▇▇▇▇ Partner shall consult with each other with respect to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct all negotiations and Proceedings proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalsuch appraisals and demands. The Company Merger Partner shall not, except with the prior written consent of Parent▇▇▇▇▇, voluntarily make any payment payment, or deposit offer or agree to make any payment, with respect to any demands for appraisals, appraisal or offer to settle or settle any such demands or approve any withdrawal in respect of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, shares of this Section 3.02(f), no Dissenting Stockholder shall be Company Capital Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to receive demand and properly demands appraisal of such Company Capital Stock (the Merger Consideration with respect to “Dissenting Shares”) pursuant to, and who complies in all respects with, the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by provisions of Section 262 of the DGCL with respect (the “Dissenting Stockholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but instead such holder shall be entitled to payment of the fair value of such Dissenting Shares owned by such Dissenting Stockholder in accordance with the provisions of Section 262 of the DGCL (and such Dissenting Stockholder Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any other rights with respect thereto, except the right to receive the fair value of such Dissenting Shares. The Company Shares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted have failed to perfect or purported withdrawals of such demands, and any other instruments served pursuant shall have effectively withdrawn or lost rights to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or otherwise waived or lost such right, such holder’s shares of Company Capital Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right under Section 262 to receive, as of the DGCL Effective Time, the Merger Consideration for each such share of Company Capital Stock, in accordance with Section 3.1(b) and/or Section 3.1(c), without any interest thereon. The Company shall notify its stockholders of appraisal rights within two (2) business days after the Effective Time. All negotiations with respect to any Dissenting Shares, such payment for Dissenting Shares shall become Eligible Shares be handled jointly by Parent and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIICompany.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of this Section 3.02(fthe Merger (the "DISSENTING SHARES"), no Dissenting Stockholder which stockholders comply with all of the relevant provisions of Delaware Law (the "DISSENTING STOCKHOLDERS"), shall not be entitled converted into or be exchangeable for the right to receive the Merger Consideration with respect Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under Delaware Law. If any Dissenting Shareholder 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 Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled right to receive only the payment provided by Section 262 receive, as of the DGCL with respect to Effective Time, the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent PCA (ia) prompt notice and copies of any written demands for appraisal, actualappraisal of any Shares, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Delaware Law that are and received by the Company relating to the Company’s stockholders’ demands ' rights of appraisal appraisal, and (iib) a reasonable the opportunity to direct direct, in its reasonable business judgment, all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under Delaware Law. Neither the DGCL, including any determination to make any payment or deposit with respect to any of Company nor the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall notSurviving Corporation shall, except with the prior written consent of ParentPCA, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder Shareholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Shareholder shall thereupon be treated as though such Shares shall become Eligible Shares and thereupon had been converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIISECTION 2.1.

Appraisal Rights. Subject Notwithstanding anything in this Agreement to the last sentence contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who did not vote in favor of this Section 3.02(fthe Merger (the "Dissenting Shares"), no which stockholders comply with all of the relevant provisions of Delaware Law (the "Dissenting Stockholder Stockholders"), shall not be entitled converted into or be exchangeable for the right to receive the Merger Consideration with respect Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under Delaware Law. If any Dissenting Shareholder 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 Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled right to receive only the payment provided by Section 262 receive, as of the DGCL with respect to Effective Time, the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have Merger Consideration without any other rights with respect to such Dissenting Sharesinterest thereon. The Company shall give Parent NPI (ia) prompt notice and copies of any written demands for appraisal, actualappraisal of any Shares, attempted or purported withdrawals of such demands, demands and any other instruments served pursuant to (or purportedly pursuant to) applicable Delaware Law that are and received by the Company relating to the Company’s stockholders’ demands ' rights of appraisal appraisal, and (iib) a reasonable the opportunity to direct direct, in its reasonable business judgment, all negotiations and Proceedings proceedings with respect to any demand demands for appraisal under Delaware Law. Neither the DGCL, including any determination to make any payment or deposit with respect to any of Company nor the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall notSurviving Corporation shall, except with the prior written consent of ParentNPI, voluntarily make any payment or deposit with respect to any demands for appraisalsto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoingdemand for payment. If any Dissenting Stockholder Shareholder shall fail to perfect or shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of to dissent, the DGCL with respect to any Dissenting Shares, Shares held by such Dissenting Shareholder shall thereupon be treated as though such Shares shall become Eligible Shares and thereupon had been converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article IIISection 2.1.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Section 3.02(f), no Dissenting Stockholder shall be entitled to receive the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law Common Stock that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL outstanding immediately prior to the entry Effective Time and that are held by Holders who have neither voted in favor of judgment the Merger nor consented thereto in the Proceedings regarding appraisal. The writing and who have exercised and perfected appraisal rights for such Company shall not, except Common Stock in accordance with the prior written consent of ParentDGCL (collectively, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any “Dissenting Shares, such Dissenting Shares ”) shall become Eligible Shares and thereupon not be converted into or represent the right to receive the Merger Consideration with respect attributable to such Eligible Dissenting Shares. Such Holders shall be entitled to receive payment of the appraised value of such Company Common Stock held by them in accordance with the Section 262 of the DGCL, unless and until such Holders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Dissenting Shares pursuant held by Holders who shall have failed to this Article IIIperfect or who effectively shall have withdrawn or lost their right to appraisal of such Company Common Stock under the DGCL (whether occurring before, at, or after the Effective Time) shall thereupon be deemed to be converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest, attributable to such Dissenting Shares upon their surrender in the manner provided in Sections 2.5 and 2.7. (b) The Company shall give Fresh Vine prompt written notice of any demands by dissenting Holders received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company in connection with such demands.

Appraisal Rights. Subject No Person who has perfected a demand for appraisal rights pursuant to Section 262 of the last sentence of this Section 3.02(f), no Dissenting Stockholder DGCL shall be entitled to receive the Per Share Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder Person unless and each until such Person shall have effectively withdrawn or otherwise lost such Person’s right to appraisal under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Shares. If any Dissenting Stockholder shall have effectively withdrawn or otherwise lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and shall thereupon be deemed to have converted, at the Effective Time, into the right to receive the aggregate Per Share Merger Consideration with respect to such Shares pursuant to this Article IV. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, withdrawals or attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable the opportunity to direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisalappraisal Proceedings. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit agree to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration with respect to such Eligible Shares pursuant to this Article III.

Appraisal Rights. Subject (a) Notwithstanding any provision of this Agreement to the last sentence contrary, shares of this Section 3.02(f), no Dissenting Stockholder shall be entitled to receive the Merger Consideration with respect to the Dissenting Shares owned by such Dissenting Stockholder and each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law Capital Stock that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL outstanding immediately prior to the entry Effective Time and which are held by stockholders or owned by beneficial owners who have exercised and perfected appraisal rights for such shares of judgment Company Capital Stock in the Proceedings regarding appraisal. The Company shall not, except accordance with the prior written consent of ParentDGCL (collectively, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any “Dissenting Shares, such Dissenting Shares ”) shall become Eligible Shares and thereupon not be converted into or represent the right to receive the Merger Consideration described in Section 2.5 attributable to such Dissenting Shares. Such stockholders or beneficial owners shall be entitled to receive payment of the fair value of such shares of Company Capital Stock held by them in accordance with the DGCL, unless and until such stockholders or beneficial owners fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Dissenting Shares held by stockholders or owned by beneficial owners who shall have failed to perfect or shall have effectively withdrawn or lost their right to appraisal of such shares of Company Capital Stock under the DGCL (whether occurring before, at or after the Effective Time) shall thereupon be deemed to be converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without interest, attributable to such Dissenting Shares upon their surrender in the manner provided in Sections 2.5 and 2.7. (b) The Company shall give Parent prompt written notice of any demands by dissenting stockholders or beneficial owners received by the Company, withdrawals of such demands and any other instruments served on the Company and any material correspondence received by the Company in connection with such demands, and Parent shall have the right to be reasonably informed of material negotiations and proceedings with respect to such Eligible Shares pursuant to this Article IIIdemands.