Common use of Appraisal Shares Clause in Contracts

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Merger Effective Time 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 (“Section 262”) shall not be converted into the Merger Consideration as provided in Section 2.06, but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation 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 Merger Effective Time into, and to have become exchangeable solely for, the Merger Consideration as provided in Section 2.06. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger 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 Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Merger Effective Time (other than shares canceled in accordance with Section 2.5(a)) and that are held by any Person who is entitled to demand and has properly demands exercised appraisal rights in respect of such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“Section 262Appraisal Shares”) shall not be converted into the Merger Consideration as provided in Section 2.062.5, but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Appraisal Shares in accordance with Section 262262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 of the DGCL, then the right of such holder to be paid the “fair value value” of such holder’s Appraisal Shares shall cease and such Appraisal Shares shall be deemed to have been converted as of the Merger Effective Time into, and to have become exchangeable solely for, the Merger Consideration as provided in Section 2.062.5. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL received by the Company. Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger 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 Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Merger Effective Time 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 (“Section 262”) shall not be converted into the Merger Consideration as provided in Section 2.062.07, but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation 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 Merger Effective Time into, and to have become exchangeable solely for, the Merger Consideration as provided in Section 2.062.07. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger 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 Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Merger Effective Time (other than shares canceled in accordance with Section 3.5(a)) and that are held by any Person who has not tendered such shares in the Offer and is entitled to demand and properly demands appraisal of such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“Section 262Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.063.5, but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Appraisal Shares in accordance with Section 262262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 of the DGCL, then the right of such holder to be paid the “fair value value” of such holder’s Appraisal Shares shall cease and such Appraisal Shares shall be deemed to have been converted as of the Merger Effective Time into, and to have become exchangeable solely for, the Merger Consideration as provided in Section 2.063.5. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL received by the Company. Following the Effective Time, Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger 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 Shares. Notwithstanding anything in this Agreement to the contrary, shares of the Company Common Stock that are issued and outstanding immediately prior to the Merger Effective Time and that are held by any Person holder who is entitled to demand and who properly demands appraisal of such shares (the “Appraisal Shares”) pursuant to, and who that complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.063.1(a)(i), but rather instead such holder shall be entitled to such rights (but only such rights) as are granted by Section 262 of the holders DGCL. At the Effective Time, all Appraisal Shares shall no longer be outstanding and automatically shall be cancelled and shall cease to exist, and, except as otherwise provided by applicable Law, each holder of Appraisal Shares shall be entitled cease to payment have any rights with respect to the Appraisal Shares, other than such rights as are granted by the Surviving Corporation Section 262 of the “fair value” of such Appraisal Shares in accordance with Section 262; providedDGCL. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to be paid the fair appraised value of such holder’s Appraisal Shares under Section 262 of the DGCL shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Merger Effective Time into, and shall have become, the right to have become exchangeable solely for, receive the Merger Consideration as provided in Section 2.063.1(a)(i) without interest. The Company shall provide give Parent and Purchaser prompt notice to Parent of any demands for appraisal, or notices of intent to demand appraisal, received by the Company for appraisal of any with respect to shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. Parent and Purchaser shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger Effective Time, the Company shall not, without except with the prior written consent of ParentParent and Purchaser, make any payment with respect to, or settle settle, or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Merger Effective Time 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 (“Section 262”) Shares shall not be converted into the right to receive the Merger Consideration as provided in Section 2.062.04(a), but rather instead at the Effective Time the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided262 of the DGCL. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Merger Effective Time into, and shall have become, the right to have become exchangeable solely for, receive the Merger Consideration as provided in Section 2.062.04(a), without interest or any other payments. The Company shall provide serve prompt notice to Parent CF Corp of any demands received by the Company for appraisal of any shares of Company Common Stockthe Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the DGCL received by the Company. Parent , and CF Corp shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger Effective Time, the The Company shall not, without the prior written consent of ParentCF Corp (which consent shall not be unreasonably withheld, conditioned or delayed), or as otherwise required under the DGCL, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Merger Effective Time and that are held by any Person holder who is entitled to demand and properly demands appraisal of such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.064.1(a), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment by the Surviving Corporation of the “fair value” value of such shares in accordance with the provisions of Section 262 of the DGCL. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided262 of the DGCL. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Merger Effective Time into, and shall have become, the right to have become exchangeable solely for, receive the Merger Consideration as provided in Section 2.064.1(a), without any interest thereon. The Company shall provide give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common StockStock or threats thereof, withdrawals or attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the DGCL received by the Company. , and Parent shall have the right to participate in and direct control all negotiations and proceedings with respect to such demands. Prior to the Merger Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make (or cause or permit to be made on its behalf) any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such shares (“Appraisal Shares”) Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.062.1, but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation Entity 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 262262 with respect to such Appraisal Shares, 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 Merger Effective Time into, and to have become exchangeable solely forfor the right to receive, the Merger Consideration as provided in Section 2.062.1. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. Parent shall have the right to participate in and direct all negotiations and proceedings Proceedings with respect to such demands. Prior to the Merger 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, waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL, or agree to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Merger Effective Time 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 (“Section 262”) Shares shall not be converted into the right to receive the Merger Consideration as provided in Section 2.061.4(a), but rather the instead such holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Merger Effective Time into, and shall have become, the right to have become exchangeable solely for, receive the Merger Consideration as provided in Section 2.061.4(a) without interest. The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stockthe Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the DGCL received by the Company. , and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger Effective Time, the The Company shall not, without the prior written consent of Parent, or as otherwise required under the DGCL, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Shares that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such shares Shares and who has not effectively withdrawn or lost such Person’s right to appraisal of such Shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into the Merger Consideration as provided in Section 2.063.04, but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Appraisal Shares to the extent permitted by and 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 Merger Effective Time into, and to have become exchangeable solely for, the Merger Consideration as provided in Section 2.063.04. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common StockShares, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. , and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or offer waive any failure to settletimely deliver in writing in accordance with the DGCL, any such demands, or agree to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrarySection 2.02, shares of Company Common Stock that are issued and outstanding immediately prior to the Merger Effective Time (other than shares of Company Stock canceled in accordance with Section 2.02(b)) and that are held by any Person a holder who is entitled to demand has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly demands exercised appraisal rights in respect of such shares in accordance with the DGCL (such shares being referred to collectively as the “Appraisal Shares”) pursuant to” until such time as such holder fails to perfect, and who complies in all respects with, Section 262 of withdraws or otherwise loses such holder’s appraisal rights under the DGCL (“Section 262”with respect to such shares) shall not be converted into a right to receive the Merger Consideration as provided in Section 2.06, but rather instead the holders of Appraisal Shares thereof shall be entitled to payment by the Surviving Corporation of the “fair value” appraised value of such Appraisal Shares shares in accordance with Section 262the DGCL; providedprovided that if, howeverafter the Effective Time, that if any such holder shall fail fails to perfect perfect, withdraws or otherwise shall waive, withdraw or lose the loses such holder’s right to appraisal under Section 262pursuant to the DGCL, then the right such shares of such holder to be paid the fair value of such holder’s Appraisal Shares shall cease and such Appraisal Shares Company Stock shall be deemed to have treated as if they had been converted as of the Merger Effective Time into, and into the right to have become exchangeable solely for, receive the Merger Consideration in accordance with Section 2.02(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as provided in Section 2.06the case may be. The Company shall provide Parent prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals any withdrawal of any such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 received by the Company. DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to demands under the Merger Effective Time, DGCL consistent with the obligations of the Company shall not, without thereunder. Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, or voluntarily offer to settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Merger Effective Time 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 (“Section 262”) Shares shall not be converted into the right to receive the Merger Consideration as provided in Section 2.061.4, but rather the instead such holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Merger Effective Time into, and shall have become, the right to have become exchangeable solely for, receive the Merger Consideration as provided in Section 2.061.4 without interest. The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company the Common StockShares, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the DGCL received by the Company. , and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger Effective Time, the The Company shall not, without the prior written consent of Parent, or as otherwise required under the DGCL, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Merger Effective Time 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 (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.062.05, but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation 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 Merger Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration as provided in Section 2.062.05. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger 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 Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of with respect to such shares of Company Common Stock (the “Appraisal Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the Merger Consideration shares of Parent Common Stock as provided in Section 2.063.1(b)(i), but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” value of such Appraisal Shares shares” in accordance with Section 262; provided262 and at the Effective Time all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then (i) such shares of Company Common Stock shall thereupon cease to constitute Appraisal Shares and (ii) the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall be forfeited and shall cease and if such forfeiture shall occur following the Effective Time, each such Appraisal Shares Share shall thereafter be deemed to have been converted into and to have become, as of the Merger Effective Time intoTime, and the right to have become exchangeable solely forreceive, the Merger Consideration as provided in Section 2.063.1(b)(ii). The Company shall provide serve prompt written notice to Parent of any demands for appraisal received by the Company for appraisal from a holder of any shares of Company Common Stock, withdrawals of such demands and any other instruments served Stock pursuant to Section 262 received by the Company. 262, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to any such demandsdemand. Prior to the Merger Effective Time, the Company shall not, without the prior written consent of ParentParent (not to be unreasonably withheld, delayed or conditioned), make any payment with respect to, or settle or offer to settle, any such demands, or waive any failure by any holder of Company Common Stock to timely deliver a written demand for appraisal or the taking of any other action by any such holder as may be necessary to perfect appraisal rights under the DGCL, or agree to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in this Agreement to the contraryAs used herein, shares “Appraisal Share” means any share of Company Common Stock that are is outstanding immediately prior to the Merger Effective Time and that are is held by any Person who is entitled to demand and properly demands appraisal of such shares (“Appraisal Shares”) pursuant toshare of Company Common Stock in accordance, and who complies in all respects withrespects, with Section 262 of the DGCL (“Section 262”). At the Effective Time, (a) shall not be converted into by virtue of the Merger Consideration as provided in Section 2.06and without any action on the part of any Party or any other Person (including the Company Stockholders), but rather the holders of each Appraisal Shares Share shall be entitled automatically canceled and shall cease to payment by exist and (b) each holder of an Appraisal Share shall cease to have any rights with respect thereto, except the Surviving Corporation of right to receive the “fair value” value of such Appraisal Shares in accordance with Share under Section 262; provided, however, that that, if any such holder shall fail fails to perfect or otherwise shall waivewaives, withdraw withdraws or lose loses the right to appraisal under Section 262262 for such Appraisal Share, then (i) the right of such holder to be paid the fair value of such holder’s Appraisal Shares Share shall cease, such Appraisal Share shall cease to be an Appraisal Share and shall be referred to herein as a “Subsequently Converted Share” and (ii) such Appraisal Shares Subsequently Converted Share shall be deemed to have been converted as of the Merger Effective Time into, and to have become exchangeable solely for, the Merger Consideration as provided in Section 2.06be a Converted Share. The Company shall provide prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to under Section 262 received by the Company262. Parent shall have the right to participate in and direct and control all negotiations and proceedings with respect Actions related to such demands. Prior to the Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect related to, or settle or offer to settle, any such demands, waive any failure to timely deliver a written demand for appraisal under the DGCL or agree to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Merger Effective Time (other than shares canceled in accordance with Section 2.5(a)) and that are held by any Person who is entitled to demand and has properly demands exercised appraisal rights in respect of such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“Section 262Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.062.5, but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Appraisal Shares in accordance with Section 262262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 of the DGCL, then the right of such holder to be paid the “fair value value” of such holder’s Appraisal Shares shall cease and such Appraisal Shares shall be deemed to have been converted as of the Merger Effective Time intointo the right to receive, and to have become exchangeable solely for, the Merger Consideration as provided in Section 2.062.5. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other documents or instruments served pursuant received by the Company relating to Section 262 received by of the Company. Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demandsDGCL or stockholder demands or claims thereunder. Prior to the Merger 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. Parent shall have the right to participate in and direct and control all negotiations and proceedings with respect to such demands.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such shares (“Appraisal Shares”) Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.062.1, but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation Entity 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 Merger Effective Time into, and to have become exchangeable solely forfor the right to receive, the Merger Consideration as provided in Section 2.062.1. The Company shall provide reasonably prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. Parent shall have the right to participate in and direct all negotiations and proceedings Proceedings with respect to such demands. Prior to the Merger 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 Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Shares that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such shares Shares and who has not effectively withdrawn or lost such Person’s right to appraisal of such Shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into the Merger Consideration as provided in Section 2.062.03, but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Appraisal Shares to the extent permitted by and 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 Merger Effective Time into, and to have become exchangeable solely for, the Merger Consideration as provided in Section 2.062.03. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common StockShares, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. , and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or offer waive any failure to settletimely deliver in writing in accordance with the DGCL, any such demands, or agree to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such shares (“Appraisal Shares”) Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.06, but rather 2.1 and the holders of such Appraisal Shares shall be entitled only to payment by the Surviving Corporation such rights as may be granted to such holders pursuant to Section 262 of the “fair value” of such Appraisal Shares in accordance with Section 262DGCL; 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 Merger Effective Time into, and to have become exchangeable solely forfor the right to receive, the Merger Consideration as provided in Section 2.062.1. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. Parent shall have the right to participate in and direct all negotiations and proceedings Proceedings with respect to such demands. Prior to the Merger 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 Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Merger Effective Expiration Time and that are held by any Person who (i) is entitled to demand and properly demands appraisal of such shares (“Appraisal Shares”) Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall and (ii) as of the Expiration Time, has neither effectively withdrawn nor lost such Person’s rights to such appraisal and payment under the DGCL with respect to such Shares (“Appraisal Shares”), will not be converted into the Merger right to receive Transaction Consideration as provided in Section 2.062.1(b)(i), but rather the holders of Appraisal Shares shall will be entitled to payment by be paid the Surviving Corporation of the “fair value” value of such Appraisal Shares in accordance with Section 262; provided, however, that if any such holder shall will fail to perfect or otherwise shall will 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 will cease and such Appraisal Shares shall will be deemed to have been converted as of the Merger Effective Time into, and to have become exchangeable solely forfor the right to receive, the Merger Transaction Consideration as provided in Section 2.062.1(b)(i). The Company shall provide give Parent prompt notice to Parent (and in no event more than two (2) Business Days) of (i) any demands demand received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands Shares (and any other instruments served pursuant shall give Parent the opportunity (at Parent’s election) to Section 262 received by the Company. Parent shall have the right to participate in direct and direct control all negotiations and proceedings with respect to any such demandsdemand) and (ii) any notice of exercise by any holder of Shares of appraisal rights in accordance with the DGCL. Prior to the Merger Effective Time, the The Company shall notnot (and shall not agree to), without the prior written consent of Parent, voluntarily make any payment with respect to, or settle settle, or offer to settle, any such demandsdemands or applications, or agree waive any failure to do timely deliver a written demand for appraisal or timely take any of other action to perfect appraisal rights in accordance with the foregoingDGCL.

Appraisal Shares. (a) Notwithstanding anything in this Agreement to the contrary, shares of any Company Common Stock Shares that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand and has TABLE OF CONTENTS properly demands demanded appraisal of such shares (“Appraisal Shares”) in connection with the Merger pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262” and such shares, “Appraisal Shares”) shall not be converted into the Merger Consideration as provided right to receive the consideration contemplated to be payable in Section 2.06respect thereof by this Article 4, but rather the holders of and instead, such Appraisal Shares shall automatically be entitled canceled and shall cease to payment by exist and the Surviving Corporation of the “fair value” holders of such Appraisal Shares in accordance shall cease to have any rights with respect thereto except such rights as may be granted to such holders pursuant to Section 262; provided, however, provided that if any such holder shall of Appraisal Shares shall, as of the Effective Time, 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 Merger Effective Time into, and to have become exchangeable solely for, the Merger Consideration as provided in Section 2.06. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. Parent shall have the right to participate receive, the consideration contemplated to be payable in respect thereof by this Article 4. From and direct all negotiations and proceedings with respect to such demands. Prior to after the Merger Effective Time, the Company Appraisal Shares shall notno longer be outstanding and shall automatically be canceled and retired and shall cease to exist, without the prior written consent and a holder of Parent, make any payment with respect to, or settle or offer Appraisal Shares shall not be entitled to settle, any such demands, or agree to do exercise any of the foregoingvoting rights or other rights of a stockholder of the Surviving Corporation.

Appraisal Shares. (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Appraisal Shares that are outstanding immediately prior to before the Merger Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such shares (“Appraisal Shares”) Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into the Merger Consideration as provided in Section 2.062.01(c), but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” value of such Appraisal Shares in accordance with Section 262262 (and, at the Effective Time, such Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the fair value of such Appraisal Shares); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 (each, an “Appraisal Withdrawal”), 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 Merger Effective Time into, and to have become exchangeable solely for, the right to receive Merger Consideration as provided in Section 2.06. The Company shall provide prompt notice 2.01(c), less any applicable Taxes required to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to be withheld in accordance with Section 262 received by the Company. Parent shall have the right to participate in and direct all negotiations and proceedings 2.02(g) with respect to such demands. Prior to the Merger 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 foregoingpayment.

Appraisal Shares. Notwithstanding anything in any provision of this Agreement to the contrary, shares each share of Company Common Stock that are issued and outstanding immediately prior to the Merger Effective Time and (other than Cancelled Shares) that are is held by any Person holder who is entitled to demand and properly demands perfects such Stockholder’s dissenters’ rights or appraisal rights in accordance with all of such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, Section 262 the relevant provisions of the DGCL and has not effectively withdrawn or lost such rights (each share an “Section 262Appraisal Share”) shall not be converted into or represent a right to receive payments of the Merger Consideration as provided in by Section 2.062.4(c). Instead, but rather the holders any holder of Appraisal Shares shall be entitled only to payment such rights as are granted by the Surviving Corporation applicable provisions of the “fair value” of such Appraisal Shares in accordance with Section 262DGCL; provided, however, that if any such holder shall fail to perfect of Appraisal Shares who, after the Effective Time, withdraws the demand for appraisal or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then loses the right of appraisal, or if a court of competent jurisdiction shall determine that such holder is not entitled to be paid the fair value of such holder’s Appraisal Shares shall cease and such Appraisal Shares relief provided by the DGCL, shall be deemed to have been converted as of the Merger Effective Time into, and into the right to have become exchangeable solely for, receive the Merger Consideration as provided in accordance with this Article II (including Section 2.062.4(c)) and Article III. The Promptly upon receipt thereof and in any event at least three (3) Business Days prior to the Effective Time, the Company shall provide prompt Parent with written notice to Parent of any written demands received by the Company for appraisal or payment of the fair value of any shares of Company Common Stock, withdrawals the withdrawal of such demands and any other related instruments served pursuant to Section 262 the DGCL and received by the Company. The Company shall provide Parent shall have the right opportunity to reasonably participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior The Company shall not make any payment or settlement offer prior to the Merger Effective Time, the Company shall not, Time with respect to any demand for appraisal without the prior written consent of Parent, make any payment with respect towhich shall not be unreasonably withheld, conditioned or settle or offer to settle, any such demands, or agree to do any of the foregoingdelayed.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Merger Effective Time 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 (“Section 262”) Shares shall not be converted into the right to receive the Merger Consideration as provided in Section 2.061.4(a), but rather the instead holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Merger Effective Time into, and shall have become, the right to have become exchangeable solely for, receive the Merger Consideration as provided in Section 2.061.4(a), without interest. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except such rights provided in the preceding two sentences. The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stockthe Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the DGCL received by the Company. , and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger Effective Time, the The Company shall not, without the prior written consent of ParentParent (which consent shall not be unreasonably withheld or delayed), or as otherwise required under the DGCL, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Merger Effective Time (other than shares canceled in accordance with Section 2.5(a)) and that are held by any Person who is entitled to demand and has properly demands exercised appraisal rights in respect of such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“Section 262Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.062.5, but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Appraisal Shares in accordance with Section 262262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 of the DGCL, then the right of such holder to be paid the “fair value value” of such holder’s Appraisal Shares shall cease and such Appraisal Shares shall be deemed to have been converted as of the Merger Effective Time into, and to have become exchangeable solely for, the Merger Consideration as provided in Section 2.062.5. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL received by the Company. Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger 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 Shares. Notwithstanding anything in this Agreement to the contrarySection 2.02, shares of Company Common Stock that are issued and outstanding immediately prior to the Merger Effective Time (other than shares of Company Stock canceled in accordance with Section 2.02(b)) and that are held by any Person a holder who is entitled to demand has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly demands exercised appraisal rights in respect of such shares in accordance with Delaware Law (such shares being referred to collectively as the “Appraisal Shares”) pursuant to” until such time as such holder fails to perfect, and who complies in all respects with, Section 262 of the DGCL (“Section 262”withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a right to receive the Merger Per Share Consideration as provided in Section 2.06, but rather instead shall be cancelled and the holders of Appraisal Shares thereof shall be entitled cease to have any rights with respect thereto other than the right to payment by the Surviving Corporation of the “fair value” appraised value of such Appraisal Shares shares in accordance with Section 262Delaware Law; providedprovided that if, howeverafter the Effective Time, that if any such holder shall fail fails to perfect perfect, withdraws or otherwise shall waive, withdraw or lose the loses such holder’s right to appraisal under Section 262pursuant to Delaware Law, then the right such shares of such holder to be paid the fair value of such holder’s Appraisal Shares shall cease and such Appraisal Shares Company Stock shall be deemed to have been converted as of the Merger Effective Time intointo the right to receive the Per Share Consideration in accordance with Section 2.02(a), and to have become exchangeable solely forwithout interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the Merger Consideration as provided in Section 2.06case may be. The Company shall provide Parent prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals any withdrawal of any such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 received by the Company. Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to demands under Delaware Law consistent with the Merger Effective Time, obligations of the Company shall not, without thereunder. Except with the prior written consent of ParentParent (which shall not be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or voluntarily offer to settle or offer to settle, any such demands, or agree demands prior to do any of the foregoingEffective Time.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Merger Effective Time (other than shares canceled in accordance with Section 2.5(a)) and that are held by any Person who is entitled to demand and has properly demands exercised appraisal rights in respect of such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“Section 262Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.062.5, but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Appraisal Shares in accordance with Section 262262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 of the DGCL, then the right of such holder to be paid the “fair value value” of such holder’s Appraisal Shares shall cease and such Appraisal Shares shall be deemed to have been cancelled and converted as of the Merger Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration as provided in Section 2.062.5. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL received by the Company. Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger 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 Shares. (a) Notwithstanding anything in this Agreement to the contrary, shares of any Company Common Stock Shares that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand and has properly demands demanded appraisal of such shares (“Appraisal Shares”) in connection with the Merger pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262” and such shares, “Appraisal Shares”) shall not be converted into the Merger Consideration as provided right to receive the consideration contemplated to be payable in Section 2.06respect thereof by this ‎Article 1, but rather the holders of Appraisal Shares and instead, such holder shall be entitled to payment by the Surviving Corporation of the “fair value” value of such shares in accordance with Section 262. At the Effective Time, all Appraisal Shares shall automatically be canceled and shall cease to exist and the holders of such Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with Section 262; provided, howeverand a holder of Appraisal Shares shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Company. Notwithstanding the foregoing, that if any such holder shall of Appraisal Shares shall, as of the Effective Time, fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then 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 consideration contemplated to be payable in respect thereof by this ‎Article 1, and 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 Merger Effective Time into, and to have become exchangeable solely for, the Merger Consideration as provided in Section 2.06. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to under Section 262 received by the Company. Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger 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 foregoingcease.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Merger Effective Time 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 (“Section 262”) Shares shall not be converted into the right to receive the Merger Consideration as provided in Section 2.062.04(a), but rather instead at the Effective Time the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided262 of the DGCL. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Merger Effective Time into, and shall have become, the right to have become exchangeable solely for, receive the Merger Consideration as provided in Section 2.062.04(a), without interest or any other payments. The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stockthe Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the DGCL received by the Company. , and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger Effective Time, the The Company shall not, without the prior written consent of ParentParent or as otherwise required under the DGCL, make any payment with respect to, or settle or offer to settle, or waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights with respect to, any such demands, or agree to do or commit to do any of the foregoing; provided that in the event the Company is required under the DGCL to undertake any of the foregoing actions, the Company shall give prompt, written notice of such undertaking to Parent.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Merger Effective Time (other than shares canceled in accordance with Section 2.5(a)) and that are held by any Person who is entitled to demand and has properly demands exercised appraisal rights in respect of such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“Section 262Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.062.5, but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Appraisal Shares in accordance with Section 262262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 of the DGCL, then the right of such holder to be paid the “fair value value” of such holder’s Appraisal Shares shall cease and such Appraisal Shares shall be deemed to have been converted as of the Merger Effective Time intointo the right to receive, and to have become exchangeable solely for, the Merger Consideration as provided in Section 2.062.5. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other documents or instruments served pursuant received by the Company relating to Section 262 received by of the Company. Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demandsDGCL or stockholder demands or claims thereunder. Prior to the Merger 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. Parent shall have the right to participate in and direct and control all negotiations and proceedings with respect to such demands.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Merger Effective Time 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 (“Section 262”) Shares shall not be converted into the right to receive the Merger Consideration as provided in Section 2.061.4(a), but rather the instead such holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Merger Effective Time into, and shall have become, the right to have become exchangeable solely for, receive the Merger Consideration as provided in Section 2.061.4(a), without interest. The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stockthe Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the DGCL received by the Company. , and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger Effective Time, the The Company shall not, without the prior written consent of Parent, or as otherwise required under the DGCL, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Merger Effective Time 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 (“Section 262”) Shares shall not be converted into the right to receive the Merger Consideration as provided in Section 2.061.4(a), but rather the instead holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Merger Effective Time into, and shall have become, the right to have become exchangeable solely for, receive the Merger Consideration as provided in Section 2.061.4(a), without interest. The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stockthe Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the DGCL received by the Company. , and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger Effective Time, the The Company shall not, without the prior written consent of ParentParent (which consent shall not be unreasonably withheld or delayed), or as otherwise required under the DGCL, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, any shares of Company Common the Company’s Capital Stock that are issued and outstanding immediately prior to the Merger Effective Time Closing Date and that which are held by any Person a Shareholder who is entitled to demand has properly exercised and properly demands perfected his, her or its appraisal of rights for such shares in accordance with Chapter 13 of the CCC and has not effectively withdrawn or lost such appraisal rights (collectively, the “Appraisal Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into or represent the Merger Consideration right to consideration for Capital Stock set forth in this Section 2.5(c), and the holder or holders of such shares shall be entitled only to such rights as provided in may be granted to such holder or holders pursuant to Chapter 13 of the CCC. Notwithstanding the provisions of this Section 2.062.5(c), but rather the holders if any holder of Appraisal Shares shall be entitled effectively withdraw or lose (through failure to payment by the Surviving Corporation perfect or otherwise) such holder’s appraisal rights under Chapter 13 of the “fair value” CCC, then, as of the later of the Effective Time and the occurrence of such Appraisal Shares event, such holder’s shares shall automatically be converted into and represent only the right to receive the consideration for Company’s Capital Stock set forth in this Section 2.5(c), without interest, upon surrender of the certificate representing such shares and otherwise 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 Merger Effective Time into, and to have become exchangeable solely for, the Merger Consideration as provided in Section 2.06this Agreement. The Company shall provide give Buyer prompt notice to Parent of any demands demand received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. Parent ’s Capital Stock or notice of exercise of a Shareholder appraisal rights, and Buyer shall have the right to participate in and direct control all negotiations and proceedings with respect to any such demandsdemand. Prior to the Merger Effective TimeThe Company agrees that, the Company shall not, without the except with Buyer's prior written consent of Parent(which shall not be unreasonably withheld, conditioned or delayed), it shall not voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demandsdemand for appraisal or exercise of appraisal rights. To the extent that Buyer, the Company or agree to do the Surviving Corporation (i) makes any payment or payments in respect of any Appraisal Shares in excess of the foregoing.Merger Consideration that otherwise would have been payable in respect of such Appraisal Shares in accordance with this Agreement or (ii) incurs any other costs or expenses (including specifically, but without limitation, attorneys’ fees, costs and expenses in connection with any action or proceeding or in connection with any investigation) in respect of any Appraisal Shares (together, “Appraisal Shares Payments”), Buyer shall be reimbursed the amount of such Appraisal Shares Payments in accordance with ARTICLE X.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Merger Effective Time (other than shares canceled in accordance with Section 2.5(a)) and that are held by any Person who is entitled to demand and has properly demands exercised appraisal rights in respect of such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“Section 262Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.062.5, but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Appraisal Shares in accordance with Section 262262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 of the DGCL, then the right of such holder to be paid the “fair value value” of such holder’s Appraisal Shares shall cease and such Appraisal Shares shall be deemed to have been cancelled and converted as of the Merger Effective Time intointo the right to receive, and to have become exchangeable solely for, the Merger Consideration as provided in Section 2.062.5. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals or attempted withdrawals of such demands and any other instruments instruments, notices or demands served pursuant to Section 262 of the DGCL received by the Company. Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger 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, waive any failure to timely deliver a written demand for appraisal under the DGCL, approve any withdrawal of any such demands or propose or agree to do any of the foregoing. Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock each Share that are is issued and outstanding immediately prior to the Merger Effective Time and that are held by any Person who (i) is entitled to demand and properly demands appraisal of such shares (“Appraisal Shares”) Share pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) and (ii) as of the Effective Time, has neither effectively withdrawn nor lost such Person’s rights to such appraisal under the DGCL with respect to such Share (all such Shares, the “Appraisal Shares”), shall not be converted into the right to receive Merger Consideration as provided in Section 2.062.2(a), but rather shall entitle the holders of Appraisal Shares shall be entitled holder thereof only to payment those rights provided by the Surviving Corporation 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 those rights provided by Section 262 shall cease and such holder’s Shares shall no longer be deemed to be Appraisal Shares and shall be deemed to have been converted as of the Merger Effective Time into, and to have become exchangeable solely forfor the right to receive, the Merger Consideration as provided in Section 2.062.2(a). The Company shall provide Parent with prompt written notice to Parent of any demands received by the Company for appraisal of Shares, any shares withdrawal of Company Common Stock, withdrawals of any such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 received by the Company. that relates to such demand, and Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger Effective Time, the Company shall not, without Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Capital Stock that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such shares (“Appraisal Shares”) Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into the Merger Consideration as provided in Section 2.06right to receive the payments contemplated by this Article II, but rather the holders of and instead, such Appraisal Shares shall automatically be entitled cancelled and shall cease to payment by exist and the Surviving Corporation of the “fair value” holders of such Appraisal Shares in accordance shall cease to have any rights with respect thereto except such rights as may be granted to such holders pursuant to 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 Merger Effective Time into, and to have become exchangeable solely forfor the right to receive, the Merger Consideration as provided in Section 2.06payments contemplated by this Article II. The Company shall provide prompt notice to Parent Buyer of any demands received by the Company for appraisal of any shares of Company Common Capital Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. Parent Company and Buyer shall have the right to participate in and direct all negotiations and proceedings Proceedings with respect to such demands. Prior to the Merger 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 Shares. Notwithstanding anything in this Agreement to the contrarySection 2.02, shares of Company Common Stock that are issued and outstanding immediately prior to the Merger Effective Time (other than shares of Company Stock canceled in accordance with Section 2.02(a)(ii) or Section 2.02(a)(iii)) and that are held by any Person a holder who is entitled to demand has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly demands exercised appraisal rights in respect of such shares in accordance with Delaware Law (such shares being referred to collectively as the “Appraisal Shares”) pursuant to” until such time as such holder fails to perfect, and who complies in all respects with, Section 262 of the DGCL (“Section 262”withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a right to receive the applicable portion of the Merger Consideration as provided in Section 2.06, but rather instead shall be cancelled and the holders of Appraisal Shares thereof shall be entitled cease to have any rights with respect thereto other than the right to payment by the Surviving Corporation of the “fair value” appraised value of such Appraisal Shares shares in accordance with Section 262Delaware Law; provided, howeverthat if, that if any after the Effective Time, such holder shall fail fails to perfect perfect, withdraws or otherwise shall waive, withdraw or lose the loses such holder’s right to appraisal under Section 262pursuant to Delaware Law, then the right such shares of such holder to be paid the fair value of such holder’s Appraisal Shares shall cease and such Appraisal Shares Company Stock shall be deemed to have been converted as of the Merger Effective Time into, and into the right to have become exchangeable solely for, receive the applicable portion of the Merger Consideration in accordance with Section 2.02(a)(i), without interest thereon, upon delivery by such holder of a properly completed and duly executed letter of transmittal to the Company or the Paying Agent and transfer of such Uncertificated Share, as provided in Section 2.06the case may be. The Company shall provide Parent prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals any withdrawal of any such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 received by the Company. Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to demands under Delaware Law consistent with the Merger Effective Time, obligations of the Company shall not, without thereunder. Except with the prior written consent of ParentParent (which shall not be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or voluntarily offer to settle or offer to settle, any such demands, or agree demands prior to do any of the foregoingEffective Time.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrarySections 2.3(a)(i) and 2.4(f), shares ---------------- each share of Company Common Stock that are outstanding held of record immediately prior to the Merger Effective Time by a stockholder of the Company that has not failed to perfect and that are held by any Person who is entitled to demand and properly demands has not effectively withdrawn, surrendered, or lost appraisal of such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, rights under Section 262 of the DGCL as to such share (“to the extent, if any, that such appraisal rights are available under Section 262”262 of the DGCL) shall not be converted into and represent the right to receive and shall not be exchangeable for the Merger Consideration (including any payments of cash in lieu of fractional shares) as provided in this Article II, and such stockholder shall not be entitled to receive the Merger Consideration as provided in Section 2.06this Article II (including any payment of cash in lieu of fractional shares), but rather the holders of Appraisal Shares and such stockholder shall be entitled only to payment by the Surviving Corporation of the “fair value” of such Appraisal Shares in accordance with Section 262; appraisal rights as to such share, provided, however, that if and when any such holder stockholder shall fail have failed to -------- ------- perfect such appraisal rights or otherwise shall waivehave effectively withdrawn, withdraw surrendered, or lose lost such appraisal rights as to such share in accordance with the DGCL, then such share of Company Common Stock shall be converted into and represent 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 receive and such Appraisal Shares shall be deemed exchangeable for (to have been converted the fullest extent permitted under the DGCL, as of the Merger Effective Time into, and to have become exchangeable solely for, Time) the Merger Consideration as provided in Section 2.06. The Company this Article II (including any payment of cash in lieu of fractional shares), and such stockholder shall provide prompt notice be entitled to Parent receive the Merger Consideration as provided in this Article II (including any payment of any demands received by the Company for appraisal cash in lieu of any fractional shares of Company Common Stock, withdrawals of such demands and any dividends or other instruments served distributions pursuant to Section 262 received by 2.4(g)) in exchange for and upon the Company. Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger 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 surrender of the foregoingCertificate evidencing such share in accordance with this Agreement.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Merger Effective Time and that are held by any Person Company Common Stockholder who has not voted in favor of the adoption of this Agreement or consented thereto in writing and who is entitled to demand exercise and properly demands exercises appraisal of rights with respect to such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) shall not be converted into the right to receive the Company Common Stock Merger Consideration as provided in Section 2.063.1(a)(iii), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment by the Surviving Corporation of the “fair value” value of such shares in accordance with the provisions of Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and each such Appraisal Shares Share shall be deemed to have been converted as of at the Merger Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Company Common Stock Merger Consideration without interest as provided in Section 2.063.1(a)(iii). The Company shall provide deliver prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger 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 Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Merger Effective Time and that are held by any Person holder who is entitled to demand has not voted in favor of the Merger and who has properly demands exercised appraisal rights in accordance with Section 607.1302 of such shares the Florida Business Corporations Act (“FBCA”) (“Appraisal Shares”) pursuant to), and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into the Merger Consideration as provided in Section 2.06, but rather the holders of Appraisal Shares shall be entitled to receive payment by the Surviving Corporation of the “fair market value” of such Appraisal Shares (determined as of the day before the first announcement of the terms of the proposed merger, excluding any appreciation or depreciation in consequence of the proposed merger) held by them in accordance with the provisions of such Section 262; provided607.1302, however, except that if any such holder all Appraisal Shares held by stockholders who shall fail have failed to perfect or otherwise who effectively shall waive, withdraw have withdrawn or lose the right lost their rights 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 under such Section 607.1302 shall thereupon be deemed to have been converted as of the Merger Effective Time into, into and to have become exchangeable solely for, as of the Effective Time, the right to receive the Merger Consideration as provided in Section 2.06Consideration, without any interest thereon, upon Proper Delivery. The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of such notices or demands and any other instruments served pursuant negotiations, petitions and proceedings with respect to Section 262 received by such demands. The Company shall give Parent the Company. Parent shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger Effective Time, demands for appraisal rights and 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 . All fees and expenses of the foregoingCompany relating to all negotiations, petitions and proceedings with respect to demands for appraisal rights shall be paid by Parent.

Appraisal Shares. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, shares of Company Common Stock that are outstanding immediately prior to the Merger Effective Time 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 (“Section 262”) Shares shall not be converted into the right to receive the Merger Consideration as provided in Section 2.062.04(a), but rather instead at the Effective Time the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Appraisal Shares amount for such shares as is determined in accordance with the provisions of Section 262; provided262 of the DGCL. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to appraisal of such holder's Appraisal Shares under Section 262 of the DGCL, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 of the DGCL shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Merger Effective Time into, and shall have become, the right to have become exchangeable solely for, receive the Merger Consideration as provided in Section 2.062.04(a), without interest or any other payments. The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stockthe Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the DGCL received by the Company. , and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger Effective Time, the The Company shall not, without the prior written consent of ParentParent (which consent shall not be unreasonably withheld, conditioned or delayed), or as otherwise required under the DGCL, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.. Section 2.09

Appraisal Shares. Notwithstanding anything in this Agreement to the contrarycontrary (unless otherwise provided in this Section 1.10), shares of Company Common Stock that are outstanding immediately prior to the Merger Effective Time 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 (“Section 262”) Shares shall not be converted into the right to receive the Merger Consideration as provided in Section 2.061.5(a), but rather the instead such holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” value of such Appraisal Shares shares as determined to be due to the holders of such shares in accordance with the provisions of Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right rights to appraisal under Section 262, or a court of competent jurisdiction shall determine that such holder is not entitled to an appraisal of such holder’s Shares under Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and cease, such Appraisal Shares shall be deemed to have been converted as of at the Merger Effective Time into, and shall have become, the right to have become exchangeable solely for, receive the Merger Consideration as provided in Section 2.061.5(a), without interest, and such Shares will be deemed not to be “Appraisal Shares” hereunder. The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stockthe Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. The Company shall give Parent shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemand for appraisal under the DGCL. Prior to the Merger Effective Time, the The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect toto any demands for appraisal, offer to settle or settle any such demands or offer to settle, approve any withdrawal of any such demands, or agree to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Merger Effective Time and that are held by any Person record holder (excluding any shares described in Section 3.01(b)(ii)) who is entitled to demand and properly demands appraisal of such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Appraisal Shares”) shall not be converted into the right to receive the Merger Consideration as provided in payable pursuant to Section 2.063.01(b), but rather instead at the Effective Time the holders of Appraisal Shares shall be become entitled to payment by the Surviving Corporation of the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided262 of the DGCL and, howeverat the Effective Time, that all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and cease to exist and the holder of such shares shall cease to have any rights with respect thereto, except as set forth in this Section 3.02. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal appraisal, in each case under Section 262262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall cease be forfeited and cease, and each of such holder’s Appraisal Shares shall be deemed to have been converted as of at the Merger Effective Time into, and shall have become, the right to have become exchangeable solely forreceive, without interest thereon, the Merger Consideration as provided in Section 2.06Consideration. The Company shall provide deliver prompt notice to Parent of any demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL that are received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by provide Parent with the Company. Parent shall have the right opportunity to participate in and direct control all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Merger 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 Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Merger Effective Time 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 (“Section 262”) shall not be converted into the Merger Consideration as provided in Section 2.062.05, but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation 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 Merger Effective Time into, and to have become exchangeable solely for, the Merger Consideration as provided in Section 2.062.05. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger 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 Shares. Notwithstanding anything in this Agreement to the contrarySection 2.04, shares of Company Common Stock that are Shares issued and outstanding immediately prior to the Merger Effective Time (other than Excluded Shares) and that are held by any Person who a holder that is entitled to demand appraisal and shall have properly demands exercised appraisal rights in respect of such shares in accordance with the DGCL (such shares being referred to collectively as the “Appraisal Shares”) pursuant to” until such time as such holder fails to perfect, and who complies in all respects with, Section 262 of withdraws or otherwise loses such holder’s appraisal rights under the DGCL (“Section 262”with respect to such shares) shall not be converted into a right to receive the Merger Consideration as provided in Section 2.06, but rather instead the holders of Appraisal Shares thereof shall be entitled to payment by the Surviving Corporation of the “fair value” appraised value of such Appraisal Shares shares in accordance with Section 262the DGCL; provided, howeverthat if, that if any after the Effective Time, such holder shall fail fails to perfect perfect, withdraws or otherwise shall waive, withdraw or lose the loses such holder’s right to appraisal under Section 262pursuant to the DGCL, 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 treated as if they had been converted as of the Merger Effective Time into, and into the right to have become exchangeable solely for, receive the Merger Consideration in accordance with Section 2.04(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as provided in Section 2.06the case may be. The Company shall provide Parent prompt written notice to Parent of any demands received by the Company for appraisal of Shares, any shares withdrawal of Company Common Stock, withdrawals of any such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 received by the Company. DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to demands under the Merger DGCL consistent with the obligations of the Company thereunder and after the Effective Time, Parent shall have the Company shall not, without opportunity and right to direct all such negotiations and proceedings. Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, or voluntarily offer to settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in any provision of this Agreement to the contrary, shares each share of Company Common Stock that are issued and outstanding immediately prior to the Merger Effective Time and (other than Cancelled Shares) that are is held by any Person holder who is entitled to demand and properly demands perfects such Stockholder’s dissenters’ rights or appraisal rights in accordance with all of such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, Section 262 the relevant provisions of the DGCL and has not effectively withdrawn or lost such rights (each share an “Section 262Appraisal Share”) shall not be converted into or represent a right to receive payments of the Merger Consideration as provided in by Section 2.062.4(c). Instead, but rather the holders any holder of Appraisal Shares shall be entitled only to payment such rights as are granted by the Surviving Corporation applicable provisions of the “fair value” of such Appraisal Shares in accordance with Section 262DGCL; provided, however, that if any such holder shall fail to perfect of Appraisal Shares who, after the Effective Time, withdraws the demand for appraisal or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then loses the right of appraisal, or if a court of competent jurisdiction shall determine‌ that such holder is not entitled to be paid the fair value of such holder’s Appraisal Shares shall cease and such Appraisal Shares relief provided by the DGCL, shall be deemed to have been converted as of the Merger Effective Time into, and into the right to have become exchangeable solely for, receive the Merger Consideration as provided in accordance with this Article II (including Section 2.062.4(c)) and Article III. The Promptly upon receipt thereof and in any event at least three (3) Business Days prior to the Effective Time, the Company shall provide prompt Parent with written notice to Parent of any written demands received by the Company for appraisal or payment of the fair value of any shares of Company Common Stock, withdrawals the withdrawal of such demands and any other related instruments served pursuant to Section 262 the DGCL and received by the Company. The Company shall provide Parent shall have the right opportunity to reasonably participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior The Company shall not make any payment or settlement offer prior to the Merger Effective Time, the Company shall not, Time with respect to any demand for appraisal without the prior written consent of Parent, make any payment with respect towhich shall not be unreasonably withheld, conditioned or settle or offer to settle, any such demands, or agree to do any of the foregoingdelayed.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrarySection 2.02, shares of Company Common Stock that are issued and outstanding immediately prior to the Merger Effective Time (other than shares of Company Stock canceled in accordance with Section 2.02(b)) and that are held by any Person a holder who is entitled to demand has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly demands exercised appraisal rights in respect of such shares in accordance with the DGCL (such shares being referred to collectively as the “Appraisal Shares”) pursuant to” until such time as such holder fails to perfect, and who complies in all respects with, Section 262 of withdraws or otherwise loses such holder’s appraisal rights under the DGCL (“Section 262”with respect to such shares) shall not be converted into a right to receive the Merger Consideration as provided in Section 2.06, but rather instead the holders of Appraisal Shares thereof shall be entitled to payment by the Surviving Corporation of the “fair value” appraised value of such Appraisal shares in accordance with the DGCL; provided that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to appraisal pursuant to the DGCL, such shares of Company Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the same type of Merger Consideration as was payable in respect of an equivalent number of Non-Election Shares in accordance with Section 262; provided2.02(a) and the other provisions of this Article II, howeverwithout interest thereon, 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 upon surrender of such holder to be paid the fair value of Old Certificate formerly representing such holder’s Appraisal Shares shall cease and such Appraisal Shares shall be deemed to have been converted as of the Merger Effective Time into, and to have become exchangeable solely for, the Merger Consideration as provided in Section 2.06shares. The Company shall provide Parent prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals any withdrawal of any such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 received by the Company. DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to demands under the Merger Effective Time, DGCL consistent with the obligations of the Company shall not, without thereunder. Except with the prior written consent of ParentParent (which shall not be unreasonably withheld, conditioned or delayed), the Company shall not voluntarily make any payment with respect to, or voluntarily offer to settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in this Agreement contained herein to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Merger Effective Time 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 (“Section 262”) Share shall not be converted into the right to receive the Per Share Merger Consideration as provided for in Section 2.062.7, but rather shall instead be converted into the holders right to receive such consideration as may be determined to be due with respect to any such Appraisal Shares pursuant to the DGCL. Each holder of Appraisal Shares who, pursuant to the provisions of the DGCL, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with the provisions of the DGCL. After the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall be entitled cease to payment by the Surviving Corporation of the “fair value” of such Appraisal Shares in accordance have any rights with Section 262; providedrespect thereto, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose except the right to appraisal under Section 262, then the right of such holder to be paid receive the fair value of such holder’s shares as described in the immediately preceding sentence. If, after the Effective Time, any Appraisal Shares shall cease lose their status as Appraisal Shares, then any such shares shall immediately be converted into the right to receive the applicable cash payable pursuant to Section 2.7 in respect of such shares as if such shares never had been Appraisal Shares, and such Appraisal Shares the Parent shall be deemed issue and deliver to have been converted as the holder thereof, following the satisfaction of the Merger Effective Time into, and to have become exchangeable solely forapplicable conditions set forth in Section 2.11, the Merger Consideration amount of cash to which such holder would be entitled in respect thereof under Section 2.7 and Section 2.11 as provided in Section 2.06if such shares never had been Appraisal Shares. The Company shall provide give the Parent and Securityholders’ Representative prompt notice to Parent of any demands for appraisal received by the Company for appraisal of any shares of Company Common StockCompany, withdrawals of such demands demands, and any other instruments served pursuant to Section 262 the DGCL and received by the Company. Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger 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 Shares. Notwithstanding anything in this Agreement to the contraryAs used herein, shares “Appraisal Share” means any share of Company Common Stock that are is outstanding immediately prior to the Merger First Effective Time and that are is held by any Person who is entitled to demand and properly demands appraisal of such shares (“Appraisal Shares”) pursuant toshare of Company Common Stock in accordance, and who complies in all respects withrespects, with Section 262 of the DGCL (“Section 262”). At the First Effective Time, (a) shall not be converted into by virtue of the First Merger Consideration as provided in Section 2.06and without any action on the part of any Party or any other Person (including the Company Stockholders), but rather the holders of each Appraisal Shares Share shall be entitled automatically canceled and shall cease to payment by exist and (b) each holder of an Appraisal Share shall cease to have any rights with respect thereto, except the Surviving Corporation of right to receive the “fair value” value of such Appraisal Shares in accordance with Share under Section 262; provided, however, that if any such holder shall fail fails to perfect or otherwise shall waivewaives, withdraw withdraws or lose loses the right to appraisal under Section 262262 for such Appraisal Share, then (i) the right of such holder to be paid the fair value of such holder’s Appraisal Shares Share shall cease, such Appraisal Share shall cease to be an Appraisal Share and shall be referred to herein as a “Subsequently Converted Share” and (ii) such Appraisal Shares Subsequently Converted Share shall be deemed to have been converted as of the Merger Effective Time into, and to have become exchangeable solely for, the Merger Consideration as provided in Section 2.06be a Converted Share. The Company shall provide prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to under Section 262 received by the Company262. Parent shall have the right to participate in and direct all negotiations and proceedings with respect Actions related to such demands. Prior to the Merger First Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect related to, or settle or offer to settle, any such demands, waive any failure to timely deliver a written demand for appraisal under the DGCL or agree to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Merger Effective Time 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 (“Section 262”) Shares shall not be converted into the right to receive the Merger Consideration as provided in Section 2.062.5(a), but rather the instead such holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right rights to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to an appraisal of such holder’s Shares under Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Merger Effective Time into, and shall have become, the right to have become exchangeable solely for, receive the Merger Consideration as provided in Section 2.062.5(a), without interest. The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stockthe Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. , and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger Effective Time, the The Company shall not, without the prior written consent of ParentParent (which consent shall not be unreasonably withheld, conditioned or delayed), or as otherwise required under the DGCL, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrarySections 2.3(a)(i) and 2.4(f), shares each ---------------- share of Company Common Stock that are outstanding held of record immediately prior to the Merger Effective Time by a stockholder of the Company that has not failed to perfect and that are held by any Person who is entitled to demand and properly demands has not effectively withdrawn, surrendered, or lost appraisal of such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, rights under Section 262 of the DGCL as to such share (“to the extent, if any, that such appraisal rights are available under Section 262”262 of the DGCL) shall not be converted into and represent the right to receive and shall not be exchangeable for the Merger Consideration (including any payments of cash in lieu of fractional shares) as provided in this Article II, and such stockholder shall not be entitled to receive the Merger Consideration as provided in Section 2.06this Article II (including any payment of cash in lieu of fractional shares), but rather the holders of Appraisal Shares and such stockholder shall be entitled only to payment by the Surviving Corporation of the “fair value” of such Appraisal Shares in accordance with Section 262; appraisal rights as to such share, provided, however, that -------- ------- if and when any such holder stockholder shall fail have failed to perfect such appraisal rights or otherwise shall waivehave effectively withdrawn, withdraw surrendered, or lose lost such appraisal rights as to such share in accordance with the DGCL, then such share of Company Common Stock shall be converted into and represent 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 receive and such Appraisal Shares shall be deemed exchangeable for (to have been converted the fullest extent permitted under the DGCL, as of the Merger Effective Time into, and to have become exchangeable solely for, Time) the Merger Consideration as provided in Section 2.06. The Company this Article II (including any payment of cash in lieu of fractional shares), and such stockholder shall provide prompt notice be entitled to Parent receive the Merger Consideration as provided in this Article II (including any payment of any demands received by the Company for appraisal cash in lieu of any fractional shares of Company Common Stock, withdrawals of such demands and any dividends or other instruments served distributions pursuant to Section 262 received by 2.4(g)) in exchange for and upon the Company. Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger 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 surrender of the foregoingCertificate evidencing such share in accordance with this Agreement.

Appraisal Shares. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, shares of Company Common Stock that are outstanding immediately prior to the Merger Effective Time 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 (“Section 262”) Shares shall not be converted into the right to receive the Merger Consideration as provided in Section 2.062.04(a), but rather instead at the Effective Time the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided262 of the DGCL. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Merger Effective Time into, and shall have become, the right to have become exchangeable solely for, receive the Merger Consideration as provided in Section 2.062.04(a), without interest or any other payments. The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stockthe Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the DGCL received by the Company. , and Parent shall have the right to participate direct, in and direct consultation with the Company, all negotiations and proceedings with respect to such demands. Prior ; provided that Parent shall not be permitted to require any payment to be made with respect to, or any settlement of, such demands prior to the Merger Effective Time, the Closing. The Company shall not, without the prior written consent of ParentParent (which consent shall not be unreasonably withheld, conditioned or delayed), or as otherwise required under the DGCL, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in any provision of this Agreement to the contrary, shares each outstanding share of Company Common Stock that are outstanding immediately prior Stock, the holder of which has demanded and perfected such holder’s right to appraisal of the Merger Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal fair value of such shares in accordance with Section 262 of DGCL and, as of the Effective Time, has not effectively withdrawn or lost such appraisal rights (“Appraisal Shares”) pursuant to), and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into or represent a right to receive the Per Share Merger Consideration, but the holder thereof shall be entitled only to such rights as are granted by the DGCL. Notwithstanding the immediately preceding sentence, if any holder of Company Stock who properly demands appraisal rights with respect to such shares under the DGCL effectively withdraws or loses (through failure to perfect or otherwise) its appraisal rights with respect to such shares, then as of the Effective Time or the occurrence of such event, whichever later occurs, such holder will automatically have the right to receive the Per Share Merger Consideration with respect to such shares of Company Stock as provided in Section 2.061.03 hereof, but rather without interest thereon, upon surrender of the certificate or certificates formerly representing such shares. After the Effective Time, Buyer shall cause the Surviving Corporation to make all payments to holders of Appraisal Shares shall be entitled with respect to payment by the Surviving Corporation of the “fair value” of such Appraisal Shares demands 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 Merger Effective Time into, and to have become exchangeable solely for, the Merger Consideration as provided in Section 2.06DGCL. The Company shall provide give Buyer: (i) prompt written notice to Parent of any demands received by the notice of intent to demand fair value for any Company for appraisal of any shares of Company Common Stock, withdrawals of such demands notices, and any other instruments served pursuant to Section 262 the DGCL and received by the Company. Parent shall have , and (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for fair value for Appraisal Shares under the DGCL. Prior to the Merger Effective Time, the The Company shall not, without the except with prior written consent of ParentBuyer, voluntarily make any payment with respect to, or settle to any demands for fair value for Appraisal Shares or offer to settle, settle or settle any such demands, or agree to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Shares that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of such shares Shares and who has not effectively withdrawn or lost such Person’s right to appraisal of such Shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”) shall not be converted into the Merger Consideration as provided in Section 2.062.03, but rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Appraisal Shares to the extent permitted by and 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 Merger Effective Time into, and to have become exchangeable solely for, the Merger Consideration as provided in Section 2.062.03. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common StockShares, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. , and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or offer waive any failure to settletimely deliver in writing in accordance with the DGCL, any such demands, or agree to do any of the foregoing.

Appraisal Shares. Notwithstanding anything in this Agreement to the contrarySection 2.02, shares of Company Common Stock that are issued and outstanding immediately prior to the Merger Effective Time (other than shares of Company Stock canceled in accordance with Section 2.02(b)) and that are held by any Person a holder who is entitled to demand has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly demands exercised appraisal rights in respect of such shares in accordance with the DGCL (such shares being referred to collectively as the “Appraisal Shares”) pursuant to” until such time as such holder fails to perfect, and who complies in all respects with, Section 262 of withdraws or otherwise loses such holder’s appraisal rights under the DGCL (“Section 262”with respect to such shares) shall not be converted into a right to receive the Merger Consideration as provided in Section 2.06, but rather instead the holders of Appraisal Shares thereof shall be entitled cease to have any rights with respect thereto other than the right to payment by the Surviving Corporation of the “fair value” appraised value of such Appraisal Shares shares in accordance with Section 262the DGCL; providedprovided that if, howeverafter the Effective Time, that if any such holder shall fail fails to perfect perfect, withdraws or otherwise shall waive, withdraw or lose the loses such holder’s right to appraisal under Section 262pursuant to the DGCL, then the right such shares of such holder to be paid the fair value of such holder’s Appraisal Shares shall cease and such Appraisal Shares Company Stock shall be deemed to have been converted as of the Merger Effective Time into, and into the right to have become exchangeable solely for, receive the Merger Consideration in accordance with Section 2.02(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as provided in Section 2.06the case may be. The Company shall provide Parent prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals any withdrawal of any such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 received by the Company. DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in and direct all substantive discussions with Third Parties, negotiations and proceedings with respect to such demands. Prior to the Merger Effective Time, the Company shall not, without Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, or voluntarily offer to settle or offer to settle, any such demands, or agree demands prior to do any of the foregoingEffective Time.

Appraisal Shares. Notwithstanding anything in any provision of this Agreement to the contrary, shares each outstanding share of Company Common Stock that are outstanding immediately prior to held by a Stockholder who has not voted in favor of the Merger Effective Time or consented thereto in writing and that are held by any Person who is entitled to demand and has properly demands demanded appraisal of for such shares (“Appraisal Shares”) pursuant to, and who complies in accordance with all respects with, of the relevant provisions of Section 262 of the DGCL (each such share an “Section 262Appraisal Share”) ), shall not be converted into or represent a right to receive payments under Section 3.1(b)(iv) or Section 3.1(b)(v), as applicable. At the Merger Consideration as provided in Section 2.06Effective Time, but rather the holders all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Appraisal Shares shall be entitled cease to payment have any rights with respect thereto, except such rights as are granted by the Surviving Corporation applicable provisions of the “fair value” of such Appraisal Shares in accordance with Section 262DGCL; provided, however, that if any such holder shall fail to perfect of Appraisal Shares who, after the Effective Time, withdraws the demand for appraisal or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then loses the right of such holder to be paid the fair value of such holder’s Appraisal Shares shall cease and such Appraisal Shares appraisal shall be deemed to have been converted be entitled, as of the Merger Effective Time intoTime, and to have become exchangeable solely forreceive the amounts payable with respect to such Appraisal Shares under Section 3.1(b)(iv) or Section 3.1(b)(v), as applicable, subject to the Merger Consideration as provided terms of this Article III, including delivery of a Letter of Transmittal in accordance with Section 2.063.3(b). The Company shall provide prompt notice to Parent Buyer of any demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Section 262 received by the Company. Parent Buyer shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger Effective Time, the Company shall not, without the prior written consent of ParentBuyer (which shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Shares. Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, shares of Company Common Stock that are outstanding immediately prior to the Merger Effective Time 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 (“Section 262”) Shares shall not be converted into the right to receive the Merger Consideration as provided in Section 2.062.04(a), but rather instead at the Effective Time the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value” of such Appraisal Shares amount for such shares as is determined in accordance with the provisions of Section 262; provided262 of the DGCL. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to appraisal of such holder's Appraisal Shares under Section 262 of the DGCL, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 of the DGCL shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Merger Effective Time into, and shall have become, the right to have become exchangeable solely for, receive the Merger Consideration as provided in Section 2.062.04(a), without interest or any other payments. The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stockthe Shares, attempted withdrawals of such demands and any other instruments served pursuant to Section 262 the DGCL received by the Company. , and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Merger Effective Time, the The Company shall not, without the prior written consent of ParentParent (which consent shall not be unreasonably withheld, conditioned or delayed), or as otherwise required under the DGCL, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.