Common use of Company Dissenting Shares Clause in Contracts

Company Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Company Common Shares or Company Restricted Shares that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand, and who properly demands, appraisal of such Company Common Shares or Company Restricted Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (such Section, “Section 262,” and, such Company Common Shares, “Company Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, as provided in Section 3.01(b) or Section 3.01(d), but rather, the holders of Company Dissenting Shares shall be entitled only to payment of the fair value of such Company Dissenting Shares in accordance with Section 262 (and, at the Merger Effective Time, such Company Dissenting Shares shall no longer be outstanding and shall automatically be cancelled 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 Company Dissenting Shares in accordance with Section 262); provided 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 Company Dissenting Shares shall cease and such Company Dissenting 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 (without interest thereon) as provided in Section 3.01(b) or Section 3.01(d). The Company shall notify Parent as promptly as reasonably practicable of any demands received by the Company for appraisal of any Company Common Shares or Company Restricted Shares, and Parent shall have the right to participate in 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 (which consent shall not be unreasonably withheld, delayed or conditioned), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Company Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Shares or Company Restricted Shares that are Stock issued and outstanding immediately prior to the Merger Effective Time 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 of such Company Common Shares or Company Restricted Shares pursuant to, and who complies shares in all respects with, Section 262 accordance with the applicable provisions of the DGCL (such Section, “Section 262,” and, such shares of Company Common Shares, Stock being referred to collectively as the “Company Dissenting Shares”” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into the a right to receive their respective portion of the Aggregate Merger Consideration, as provided in Section 3.01(b) or Section 3.01(d), but rather, the holders of Company Dissenting Shares instead shall be entitled to only to payment such rights as are granted by Section 262 of the fair value of such Company Dissenting Shares in accordance with Section 262 (andDGCL; provided, at however, that if, after the Merger Effective Time, such Company Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease holder fails to existperfect, and withdraws or loses such holders shall cease to have any right with respect thereto, except the right to receive the fair value of such Company Dissenting Shares in accordance with Section 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the holder’s right to appraisal under Section 262pursuant to the DGCL, then the right or if a court of competent jurisdiction determines that such holder is not entitled to be paid the fair value of relief provided by the DGCL, such holder’s Company Dissenting Shares shall cease and such Company Dissenting Shares shall be deemed to have treated as if they had been converted as of the Merger Effective Time into, and to have become exchangeable solely for, into the right to receive such holder’s portion of the Aggregate Merger Consideration (in accordance with Section 1.5, without interest thereon) as provided in Section 3.01(b) or Section 3.01(d), upon surrender of the stock certificate formerly representing such Company Dissenting Shares. The Company shall notify provide Parent as promptly as reasonably practicable prompt written notice of any demands received by the Company for appraisal of shares of Company Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company Common Shares or Company Restricted Sharesprior to the Effective Time that relates to such demand, and the Company shall have the opportunity and right to direct all negotiations and Legal Proceedings with respect to such demands; provided that Parent shall have the right to participate in all negotiations and proceedings with respect consent to any final resolution of such demands. Prior to the Merger Effective Time, the Company shall not, without the prior written consent of Parent (which consent shall not be unreasonably withheld. Except with the prior written consent of Parent, delayed or conditioned)which shall not be unreasonably withheld, voluntarily the Company shall not make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Company Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Company Common Shares or Company Restricted Shares that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand, and who properly demands, appraisal of such Company Common Shares or Company Restricted Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (such Section, “Section 262,” and, such Company Common Shares, “Company Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, Consideration as provided in Section 3.01(b) or Section 3.01(d4.01(b), but rather, the holders of Company Dissenting Shares shall be entitled only to payment of the fair value of such Company Dissenting Shares in accordance with Section 262 (and, at the Merger Effective Time, such Company Dissenting Shares shall no longer be outstanding and shall automatically be cancelled 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 Company Dissenting Shares in accordance with Section 262); provided provided, 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 Company Dissenting Shares shall cease and such Company Dissenting 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 (without interest thereon) as provided in Section 3.01(b) or Section 3.01(d4.01(b). The Company shall notify Parent as promptly as reasonably practicable of any demands received by the Company for appraisal of any Company Common Shares or Company Restricted Shares, and Parent shall have the right to participate in 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 (which consent shall not be unreasonably withheld, delayed or conditioned), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any portion of the Merger Consideration made available to the Company Paying Agent pursuant to Section 4.03(a) to pay for Company Dissenting Shares shall be returned to Parent upon demand.

Company Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Company Common Shares or Company Restricted Shares that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand, and who properly demands, appraisal of such Company Common Shares or Company Restricted Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (such Section, “Section 262,” and, such Company Common Shares, “Company Dissenting Shares”) Share shall not be converted into the right to receive its applicable portion of the Closing Merger Consideration, Consideration but shall instead be converted into the right to receive such consideration as provided in Section 3.01(b) or Section 3.01(d), but rather, may be determined to be due with respect to any such Company Dissenting Share pursuant to the holders DGCL. Each holder of Company Dissenting Shares shall be who, pursuant to the DGCL, becomes entitled only to payment of the fair value of thereunder for such Company Dissenting Shares shares shall receive payment therefor in accordance with Section 262 the DGCL (andbut only after the value therefor shall have been agreed upon or finally determined pursuant to the DGCL). If, at after the Merger Effective Time, such any Company Dissenting Shares Share shall no longer lose its status as a Company Dissenting Share, then any such share shall immediately be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except converted into the right to receive its applicable portion of the fair value of Closing Merger Consideration as if such share never had been a Company Dissenting Shares Share, and the Paying Agent shall deliver, or cause to be delivered in accordance with the terms of this Agreement, to the holder thereof, following the satisfaction of the applicable conditions set forth in Section 262); provided that 3.01, Section 3.02, and this Section 3.05, its applicable portion of the Closing Merger Consideration as 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 share had never been a Company Dissenting Shares shall cease and such Company Dissenting 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 (without interest thereon) as provided in Section 3.01(b) or Section 3.01(d)Share. The Company shall notify Parent as promptly as reasonably practicable give Acquiror prompt notice of any demands for appraisal received by the Company for appraisal Company, withdrawals of any Company Common Shares or Company Restricted Sharessuch demands, and Parent any other instruments served pursuant to the DGCL and received by the Company, and Acquiror shall have the right opportunity to participate in all negotiations and proceedings with respect to such demands. Prior The Company shall, or shall cause its Affiliates to, enforce any contractual waivers that the Company Stockholders have granted regarding appraisal rights that would apply to the Merger Effective Time, the Company shall not, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingMerger.

Company Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, any shares of Company Common Shares or Company Restricted Shares Stock that are issued and outstanding immediately prior to as of the Effective Time of the Merger Effective Time and that are held by any Person a stockholder of Company who is entitled to demand, and who has properly demands, exercised such holder’s appraisal of such Company Common Shares or Company Restricted Shares pursuant to, and who complies in all respects with, Section 262 of rights under the DGCL (such Section, “Section 262,” and, such Company Common Shares, the “Company Dissenting Shares”) shall not be converted into the right to receive the Merger ConsiderationConsideration unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to dissent from the Merger under the DGCL and to receive such consideration as provided in Section 3.01(b) or Section 3.01(d), but rather, may be determined to be due with respect to such Company Dissenting Shares pursuant to and subject to the requirements of the DGCL and the holders of Company Dissenting Shares shall be entitled to only to payment such rights as are granted by Section 262 of the fair value of such Company Dissenting Shares in accordance with Section 262 (and, at the Merger Effective Time, such Company Dissenting Shares shall no longer be outstanding and shall automatically be cancelled 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 Company Dissenting Shares in accordance with Section 262); provided that if DGCL. If any such holder shall fail have so failed to perfect or otherwise shall waivehave effectively withdrawn or lost such right at the Effective Time of the Merger, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value each share of such holder’s Company Dissenting Shares Stock shall cease and such Company Dissenting Shares shall thereupon be deemed to have been converted into and to have become, as of the Merger Effective Time into, and to have become exchangeable solely forof the Merger, the right to receive receive, without any interest thereon, the Merger Consideration (without interest thereon) as provided in Section 3.01(b) or Section 3.01(d)Consideration. The Company shall notify give Parent as promptly as reasonably practicable (i) prompt notice of any notice or demands for appraisal or payment for shares of Company Stock received by Company and (ii) the Company for appraisal of any Company Common Shares or Company Restricted Shares, and Parent shall have the right opportunity to participate in direct all negotiations and proceedings with respect to any such demandsdemands or notices. Prior to the Merger Effective Time, the Company shall not, without the prior written consent of Parent (which consent shall not be unreasonably withheldParent, delayed or conditioned)as required by DGCL, voluntarily make any payment with respect to, or settle, offer to settle or offer to settleotherwise negotiate, any such demands, or agree to do any of the foregoing.

Company Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, if required by the DGCL (but only to the extent required thereby), Company Common Shares or Company Restricted Shares that are issued and outstanding immediately prior to the Merger Effective Time (other than Company Common Shares to be canceled pursuant to Section 3.01(a)) and that are held by any Person who is entitled to demand, and who properly demands, appraisal holders of such Company Common Shares who have not voted in favor of the adoption of this Agreement or Company Restricted Shares pursuant toconsented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with, and who complies in all respects have complied with, Section 262 of the DGCL (such Section, “Section 262,” and, such Company Common Shares, the “Company Dissenting Shares”) shall will not be converted convertible into the right to receive the Merger Consideration, as provided in Section 3.01(b) or Section 3.01(d), but rather, the and holders of such Company Dissenting Shares shall will be entitled only to receive payment of the fair value of such Company Dissenting Shares in accordance with the provisions of such Section 262 (andunless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under the DGCL. If, after the Merger Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Company Dissenting Shares will thereupon be treated as if they had been converted into and have become exchangeable for, at the Merger Effective Time, the right to receive the Merger Consideration, without any interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Company Common Shares. At the Merger Effective Time, any holder of Company Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right rights with respect thereto, except the right to receive the fair value of such Company Dissenting Shares rights provided in accordance with Section 262); provided 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 Company Dissenting Shares shall cease and such Company Dissenting Shares shall be deemed to have been converted as 262 of the Merger Effective Time into, DGCL and to have become exchangeable solely for, the right to receive the Merger Consideration (without interest thereon) as provided in Section 3.01(b) or Section 3.01(d). The Company shall notify Parent as promptly as reasonably practicable of any demands received by the Company for appraisal of any Company Common Shares or Company Restricted Shares, and Parent shall have the right to participate in 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 (which consent shall not be unreasonably withheld, delayed or conditioned), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingprevious sentence.

Company Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Company Common Shares or Company Restricted Shares that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand, and who properly demands, appraisal of such Company Common Shares or Company Restricted Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (such Section, “Section 262,” and, and such Company Common Shares, “Company Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, Consideration as provided in Section 3.01(b) or Section 3.01(d4.01(b), but rather, the holders of Company Dissenting Shares shall be entitled only to payment of the fair value of such Company Dissenting Shares in accordance with Section 262 (and, at the Merger Effective Time, such Company Dissenting Shares shall no longer be outstanding and shall automatically be cancelled 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 Company Dissenting Shares in accordance with Section 262); provided 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 Company Dissenting Shares shall cease and such Company Dissenting 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 (without interest thereon) as provided in Section 3.01(b) or Section 3.01(d4.01(b). The Company shall notify Parent as promptly as reasonably practicable of any demands received by the Company for appraisal of any Company Common Shares or Company Restricted Shares, and Parent shall have the right to participate in 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 (which consent shall not be unreasonably withheld, delayed or conditioned), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Company Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Company Common Shares or Company Restricted Shares that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand, and who properly demands, appraisal of such Company Common Shares or Company Restricted Shares pursuant to, and who complies in all respects with, Section 262 60.551 through and including Section 60.594 of the DGCL Corporations Code (such SectionSections, “Section 262,60.551 et sec.” and, such Company Common Shares, “Company Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, Consideration as provided in Section 3.01(b) or Section 3.01(d), but rather, the holders of Company Dissenting Shares shall be entitled only to payment of the fair value of such Company Dissenting Shares in accordance with Section 262 60.551 et sec. (and, at the Merger Effective Time, such Company Dissenting Shares shall no longer be outstanding and shall automatically be cancelled 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 Company Dissenting Shares in accordance with Section 26260.551 et sec.); provided provided, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 26260.551 et sec., then the right of such holder to be paid the fair value of such holder’s Company Dissenting Shares shall cease and such Company Dissenting 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 (without interest thereon) as provided in Section 3.01(b) or Section 3.01(d). The Company shall notify Parent as promptly as reasonably practicable of any demands received by the Company for appraisal of any Company Common Shares or Company Restricted Shares, and Parent shall have the right to participate in 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 (which consent shall not be unreasonably withheld, delayed or conditioned), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Company Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Company Common Shares or Company Restricted Shares that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand, and who properly demands, appraisal of such Company Common Shares or Company Restricted Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (such Section, “Section 262,” and, such Company Common Shares, “Company Dissenting Shares”) Share shall not be converted into the right to receive its applicable portion of the Merger Consideration, Consideration or Per Share Merger Consideration but shall instead be converted into the right to receive such consideration as provided in may be determined to be due with respect to any such Company Dissenting Share pursuant to Section 3.01(b) or Section 3.01(d), but rather, 262 of the holders DGCL. Each holder of Company Dissenting Shares shall be who, pursuant to the DGCL, becomes entitled only to payment of the fair value of thereunder for such Company Dissenting Shares shares shall receive payment therefor in accordance with Section 262 the DGCL (andbut only after the value therefor shall have been agreed upon or finally determined pursuant to the DGCL). If, at after the Merger Effective Time, such any Company Dissenting Shares Share shall no longer lose its status as a Company Dissenting Share, then any such share shall immediately be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except converted into the right to receive the fair value of its Per Share Merger Consideration as if such share never had been a Company Dissenting Shares Share, and Parent shall deliver, or cause to be delivered in accordance with the terms of this Agreement, to the holder thereof, following the satisfaction of the applicable conditions set forth in Section 262); provided that 2.5, and this Section 2.6, its Per Share Merger Consideration as 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 share had never been a Company Dissenting Shares shall cease and such Company Dissenting 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 (without interest thereon) as provided in Section 3.01(b) or Section 3.01(d)Share. The Company shall notify give Parent as promptly as reasonably practicable (a) prompt written notice of any demands for appraisal received by the Company for appraisal Company, withdrawals of any Company Common Shares or Company Restricted Sharessuch demands, and Parent shall have any other instruments served pursuant to the DGCL and received by the Company, and (b) the right to participate in direct all negotiations and proceedings with respect to such demandsdemands 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 (which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed), voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demandsclaim or demand with respect to any Company Dissenting Share. The Company shall, or agree shall cause its Affiliates to, enforce any contractual waivers that the Equity Holders have granted regarding appraisal rights that would apply to do any of the foregoingMerger.

Company Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Company Common Shares or Company Restricted Shares that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand, and who properly demands, appraisal of such Company Common Shares or Company Restricted Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (such Section, “Section 262,” and, such Company Common Shares, “Company Dissenting Shares”) Share shall not be converted into the right to receive its applicable portion of the Merger Consideration, Consideration but shall instead be converted into the right to receive such consideration as provided in Section 3.01(b) or Section 3.01(d), but rather, may be determined to be due with respect to any such Company Dissenting Share pursuant to the holders DGCL. Each holder of Company Dissenting Shares shall be who, pursuant to the DGCL, becomes entitled only to payment of the fair value of thereunder for such Company Dissenting Shares shares shall receive payment therefor in accordance with Section 262 the DGCL (andbut only after the value therefor shall have been agreed upon or finally determined pursuant to the DGCL). If, at after the Merger Effective Time, such any Company Dissenting Shares Share shall no longer lose its status as a Company Dissenting Share, then any such share shall immediately be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except converted into the right to receive its applicable portion of the fair value of Merger Consideration as if such share never had been a Company Dissenting Shares Share, and PubCo shall deliver, or cause to be delivered in accordance with the terms of this Agreement, to the holder thereof, following the satisfaction of the applicable conditions set forth in this Section 262); provided that if any such holder shall fail to perfect or otherwise shall waive2.10, 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 Company Dissenting Shares shall cease and such Company Dissenting Shares shall be deemed to have been converted as its applicable portion of the Merger Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration (without interest thereon) as provided in Section 3.01(b) or Section 3.01(d)if such share had never been a Company Dissenting Share. The Company shall notify Parent as promptly as reasonably practicable give PubCo (a) prompt notice of any demands for appraisal received by the Company for appraisal Company, withdrawals of any Company Common Shares or Company Restricted Sharessuch demands, and Parent shall have any other instruments served pursuant to the DGCL and received by the Company, and (b) the right to participate in direct all negotiations and proceedings with respect to such demandsdemands 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 (which consent shall not be unreasonably withheld, delayed or conditioned)PubCo, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demands, claim or agree demand with respect to do any of Company Dissenting Share. The Company and the foregoingStockholders’ Representative shall (or shall cause their Affiliates to) enforce any contractual waivers that the Equity Holders have granted regarding appraisal rights that would apply to the Company Mergers.

Company Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Company Common Shares or Company Restricted Shares that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand, and who properly demands, appraisal of such Company Common Shares or Company Restricted Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (such Section, “Section 262,” and, such Company Common Shares, “Company Dissenting Shares”) Share shall not be converted into the right to receive its applicable portion of the Merger Consideration, Consideration but shall instead be converted into the right to receive such consideration as provided in Section 3.01(b) or Section 3.01(d), but rather, may be determined to be due with respect to any such Company Dissenting Share pursuant to the holders DGCL. Each holder of Company Dissenting Shares shall be who, pursuant to the DGCL, becomes entitled only to payment of the fair value of thereunder for such Company Dissenting Shares shares shall receive payment therefor in accordance with Section 262 the DGCL (andbut only after the value therefor shall have been agreed upon or finally determined pursuant to the DGCL). If, at after the Merger Effective Time, such any Company Dissenting Shares Share shall no longer lose its status as a Company Dissenting Share, then any such share shall immediately be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except converted into the right to receive its applicable portion of the fair value of Merger Consideration as if such share never had been a Company Dissenting Shares Share, and Parent shall deliver, or cause to be delivered in accordance with the terms of this Agreement, to the holder thereof, following the satisfaction of the applicable conditions set forth in this Section 262); provided that if any such holder shall fail to perfect or otherwise shall waive2.7, 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 Company Dissenting Shares shall cease and such Company Dissenting Shares shall be deemed to have been converted as its applicable portion of the Merger Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration (without interest thereon) as provided in Section 3.01(b) or Section 3.01(d)if such share had never been a Company Dissenting Share. The Company shall notify give Parent as promptly as reasonably practicable (a) prompt notice of any demands for appraisal received by the Company for appraisal Company, withdrawals of any Company Common Shares or Company Restricted Sharessuch demands, and Parent shall have any other instruments served pursuant to the DGCL and received by the Company, and (b) the right to participate in direct all negotiations and proceedings with respect to such demandsdemands 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 (which consent shall not be unreasonably withheld, delayed or conditioned)Parent, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demands, claim or agree demand with respect to do any of Company Dissenting Share. The Company shall (or shall cause their Affiliates to) enforce any contractual waivers that the foregoingEquityholders have granted regarding appraisal rights that would apply to the Merger.

Company Dissenting Shares. Notwithstanding anything in this Agreement to the contrarycontrary contained herein, none of the shares of Company Common Shares or Company Restricted Shares that are Stock issued and outstanding immediately prior to the First Effective Time, the holder (a “Dissenting Stockholder”) of which has not voted in favor of the First Merger Effective Time and that are held by any Person who is entitled to demand, or consented thereto in writing and who properly demands, has demanded such holder’s right to appraisal of such Company Common Shares or Company Restricted Shares pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (such Section, “Section 262,” and, such Company Common Sharescollectively, “Company Dissenting Shares”) ), and who has not effectively withdrawn or lost its rights to appraisal, shall be not be converted into the right to receive any of the Merger Considerationconsideration provided by Section 1.8(b). At the First Effective Time, as provided in Section 3.01(b) or Section 3.01(d), but rather, the holders of all Company Dissenting Shares shall be entitled only to payment of the fair value of such Company Dissenting Shares in accordance with Section 262 (and, at the Merger Effective Time, such Company Dissenting Shares shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, exist and such holders shall cease to have any right with respect thereto, except represent the right to receive only those rights provided under Section 262 of the fair value DGCL. If, after the First Effective Time any holder of such Company Dissenting Shares in accordance with Section 262); provided that if any such holder shall fail withdraws, loses or fails 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 Company Dissenting Shares shall cease and rights to appraisal, such Company Dissenting Shares shares shall be deemed to have treated as if they had been converted as of the Merger First Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger Consideration (without interest thereon) as consideration provided in by Section 3.01(b) or Section 3.01(d1.8(b). The Company shall promptly notify Parent as promptly as reasonably practicable the Purchaser upon receipt of any written demands received by the Company for appraisal under Section 262 of the DGCL and any Company Common Shares or Company Restricted Shares, withdrawals of such demands and Parent the Purchaser shall have the right to participate in direct all negotiations and proceedings with respect to such demands. Prior to the Merger Effective Time, the The Company shall not, without except with the prior written consent of Parent (which consent shall not be unreasonably withheldthe Purchaser, delayed or conditioned), voluntarily make any payment with respect to, or settle or offer to settle, any such demands. Notwithstanding anything to the contrary contained in this Agreement, or agree for all purposes of this Agreement, the Closing Merger Shares Consideration shall be reduced by the number of Company Dissenting Shares, and the Dissenting Stockholders shall have no rights to do any portion of the foregoingClosing Merger Shares Consideration with respect to any Company Dissenting Shares.

Company Dissenting Shares. In the event that Parent waives the requirement that all of the Company Stockholders sign the Stockholder Consent as contemplated by Section 1.5(a)(i), certain Company Stockholders may have appraisal rights under the DGCL. Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Shares or Company Restricted Shares that are Stock issued and outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand, and a holder who properly demands, exercises appraisal of rights with respect to such Company Common Shares or Company Restricted Shares pursuant to, and who complies shares in all respects with, Section 262 accordance with the applicable provisions of the DGCL (such Section, “Section 262,” and, such shares of Company Common Shares, Stock being referred to collectively as the “Company Dissenting Shares”” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into the a right to receive their respective portion of the Aggregate Merger Consideration, as provided in Section 3.01(b) or Section 3.01(d), but rather, the holders of Company Dissenting Shares instead shall be entitled to only to payment such rights as are granted by Section 262 of the fair value of such Company Dissenting Shares in accordance with Section 262 (andDGCL; provided, at however, that if, after the Merger Effective Time, such Company Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease holder fails to existperfect, and withdraws or loses such holders shall cease to have any right with respect thereto, except the right to receive the fair value of such Company Dissenting Shares in accordance with Section 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the holder’s right to appraisal under Section 262pursuant to the DGCL, then the right or if a court of competent jurisdiction determines that such holder is not entitled to be paid the fair value of relief provided by the DGCL, such holder’s Company Dissenting Shares shall cease and such Company Dissenting Shares shall be deemed to have treated as if they had been converted as of the Merger Effective Time into, and to have become exchangeable solely for, into the right to receive such holder’s portion of the Aggregate Merger Consideration (in accordance with the Consideration Spreadsheet, without interest thereon) as provided in Section 3.01(b) or Section 3.01(d), upon surrender of the stock certificate formerly representing such Company Dissenting Shares. The Company shall notify provide Parent as promptly as reasonably practicable prompt written notice of any demands received by the Company for appraisal of shares of Company Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company Common Shares or Company Restricted Sharesprior to the Effective Time that relates to such demand, and Parent the Company shall have the opportunity and right to participate in direct all negotiations and proceedings Legal Proceedings with respect to such demands. Prior to the Merger Effective Time, demands Neither Parent nor the Company shall notshall, without except with the prior written consent of Parent (which consent shall not be unreasonably withheldthe other, delayed or conditioned), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Company Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Company Common Shares or Company Restricted Shares that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand, and who properly demands, appraisal of such Company Common Shares or Company Restricted Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (such Section, “Section 262,” and, such Company Common Shares, “Company Dissenting Shares”) Share shall not be converted into the right to receive its applicable portion of the Merger Consideration, Consideration or Per Share Merger Consideration but shall instead be converted into the right to receive such consideration as provided in may be determined to be due with respect to any such Company Dissenting Share pursuant to Section 3.01(b) or Section 3.01(d), but rather, 262 of the holders DGCL. Each holder of Company Dissenting Shares shall be who, pursuant to the DGCL, becomes entitled only to payment of the fair value of thereunder for such Company Dissenting Shares shares shall receive payment therefor in accordance with Section 262 the DGCL (andbut only after the value therefor shall have been agreed upon or finally determined pursuant to the DGCL). If, at after the Merger Effective Time, such any Company Dissenting Shares Share shall no longer lose its status as a Company Dissenting Share, then any such share shall immediately be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except converted into the right to receive the fair value of its Per Share Merger Consideration as if such share never had been a Company Dissenting Shares Share, and Parent shall deliver, or cause to be delivered in accordance with the terms of this Agreement, to the holder thereof, following the satisfaction of the applicable conditions set forth in Section 262); provided that 2.5, and this Section 2.6, its Per Share Merger Consideration as 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 share had never been a Company Dissenting Shares shall cease and such Company Dissenting 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 (without interest thereon) as provided in Section 3.01(b) or Section 3.01(d)Share. The Company shall notify give Parent as promptly as reasonably practicable (a) prompt written notice of any demands for appraisal received by the Company for appraisal Company, withdrawals of any Company Common Shares or Company Restricted Sharessuch demands, and Parent shall have any other instruments served pursuant to the DGCL and received by the Company, and (b) the right to participate in direct all negotiations and proceedings with respect to such demandsdemands 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 (which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed), voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demandsclaim or demand with respect to any Company Dissenting Share. The Company shall, or agree shall cause its Affiliates to, enforce any contractual waivers that the Equity Holders have granted regarding appraisal rights that would apply to do any of the foregoingMergers.

Company Dissenting Shares. Notwithstanding anything in this Agreement to the contrarycontrary herein, any Company Common Shares or for which a Company Restricted Shares that are outstanding immediately prior to Shareholder (a) has not voted in favor of the Merger Effective Time or consented to it in writing and that are held by any Person who is entitled to demand, and who properly demands, (b) has demanded the appraisal of such Company Common Shares or Company Restricted Shares pursuant toin accordance with, and who complies has complied in all respects with, Section 262 of the DGCL (such Section, “Section 262,” andcollectively, such shareholders, the “Company Common SharesDissenting Shareholders”, and such shares, the “Company Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger ConsiderationConsideration pursuant to Section 2.1(b)(vii). From and after the Effective Time, as provided in Section 3.01(b(i) or Section 3.01(d), but rather, the holders of Company Dissenting Shares shall be cancelled and extinguished and shall cease to exist and (ii) the Company Dissenting Shareholders shall be entitled only to payment such rights as may be granted to them under Section 262 of the fair value DGCL and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of BCSA, the Surviving Company or any of its Affiliates (including BCSA); provided, that if any Company Dissenting Shareholder effectively withdraws or loses such appraisal rights (whether through failure to perfect such appraisal rights or otherwise), then the Company Shares held by such Company Dissenting Shares in accordance with Section 262 Shareholder (and, at the Merger Effective Time, such Company Dissenting Shares a) shall no longer be outstanding deemed to be Company Dissenting Shares and (b) shall be treated as if they had been converted automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except at the Effective Time into the right to receive the fair value Per Share Merger Consideration pursuant to Section 2.1(b)(vii) upon delivery of such a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any other documents or agreements required by the Letter of Transmittal) and the surrender of the applicable documents and other deliverables set forth in Section 2.5(d). Each Company Dissenting Shareholder who becomes entitled to payment for his, her or its Company Dissenting Shares pursuant to the DGCL shall receive payment thereof from the Company in accordance with Section 262); provided 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 Company Dissenting Shares shall cease and such Company Dissenting 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 (without interest thereon) as provided in Section 3.01(b) or Section 3.01(d)DGCL. The Company shall notify Parent as promptly as reasonably practicable give BCSA prompt notice of any written demands received by the Company for appraisal of any Company Common Shares or Company Restricted Shares, attempted withdrawals of such demands and Parent shall any other documents or instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights of appraisal in accordance with the provisions of Section 262 of the DGCL, and BCSA shall, at its sole cost and expense, have the right to to, and the Company shall provide BCSA the opportunity to, participate in all negotiations and proceedings with respect to all such demands. Prior to the Merger Effective Time, the The Company shall not, without except with the prior written consent of Parent BCSA (which consent shall not be unreasonably withheld, delayed conditioned, or conditioneddelayed), voluntarily settle, or make any payment payment, or deliver any consideration, with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingdemand.

Company Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Company Common Shares or Company Restricted Shares that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand, and who properly demands, appraisal of such Company Common Shares or Company Restricted Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (such Section, “Section 262,” and, such Company Common Shares, “Company Dissenting Shares”) Share shall not be converted into the right to receive its applicable portion of the Merger Consideration, Consideration but shall instead be converted into the right to receive such consideration as provided in Section 3.01(b) or Section 3.01(d), but rather, may be determined to be due with respect to any such Company Dissenting Share pursuant to the holders DGCL. Each holder of Company Dissenting Shares shall be who, pursuant to the DGCL, becomes entitled only to payment of the fair value of thereunder for such Company Dissenting Shares shares shall receive payment therefor in accordance with Section 262 the DGCL (andbut only after the value therefor shall have been agreed upon or finally determined pursuant to the DGCL). If, at after the Merger Effective Time, such any Company Dissenting Shares Share shall no longer lose its status as a Company Dissenting Share, then any such share shall immediately be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except converted into the right to receive its applicable portion of the fair value of Merger Consideration as if such share never had been a Company Dissenting Shares Share, and Parent shall deliver, or cause to be delivered in accordance with the terms of this Agreement, to the holder thereof, following the satisfaction of the applicable conditions set forth in this Section 262); provided that if any such holder shall fail to perfect or otherwise shall waive2.5, 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 Company Dissenting Shares shall cease and such Company Dissenting Shares shall be deemed to have been converted as its applicable portion of the Merger Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration (without interest thereon) as provided in Section 3.01(b) or Section 3.01(d)if such share had never been a Company Dissenting Share. The Company shall notify give Parent as promptly as reasonably practicable (a) prompt notice of any demands for appraisal received by the Company for appraisal Company, withdrawals of any Company Common Shares or Company Restricted Sharessuch demands, and Parent shall have any other instruments served pursuant to the DGCL and received by the Company, and (b) the right to participate in direct all negotiations and proceedings with respect to such demandsdemands 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 (which consent shall not be unreasonably withheld, delayed or conditioned)Parent, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demands, claim or agree demand with respect to do any of Company Dissenting Share. The Company shall (or shall cause its Affiliates to) enforce any contractual waivers that the foregoingEquityholders have granted regarding appraisal rights that would apply to the Merger.

Company Dissenting Shares. Notwithstanding anything in this Agreement to the contrarycontrary herein, any Company Common Shares or for which a Company Restricted Shares that are outstanding immediately prior to Shareholder (a) has not voted in favor of the Merger Effective Time or consented to it in writing and that are held by any Person who is entitled to demand, and who properly demands, (b) has demanded the appraisal of such Company Common Shares or Company Restricted Shares pursuant toin accordance with, and who complies has complied in all respects with, Section 262 of the DGCL (such Section, “Section 262,” andcollectively, such shareholders, the “Company Common SharesDissenting Shareholders”, and such shares, the “Company Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger ConsiderationConsideration pursuant to Section 2.1(g). From and after the Effective Time, as provided in Section 3.01(b(i) or Section 3.01(d), but rather, the holders of Company Dissenting Shares shall be cancelled and extinguished and shall cease to exist and (ii) the Company Dissenting Shareholders shall be entitled only to payment such rights as may be granted to them under Section 262 of the fair value DGCL and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of ENVI, the Surviving Company or any of their respective Affiliates (including ENVI); provided, that if any Company Dissenting Shareholder effectively withdraws or loses such appraisal rights (whether through failure to perfect such appraisal rights or otherwise), then the Company Shares held by such Company Dissenting Shares in accordance with Section 262 Shareholder (and, at the Merger Effective Time, such Company Dissenting Shares A) shall no longer be outstanding deemed to be Company Dissenting Shares and (B) shall be treated as if they had been converted automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except at the Effective Time into the right to receive the fair value Per Share Merger Consideration pursuant to Section 2.1(g) upon delivery of such a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any other documents or agreements required by the Letter of Transmittal) and the surrender of the applicable documents and other deliverables set forth in Section 2.5(d). Each Company Dissenting Shareholder who becomes entitled to payment for his, her or its Company Dissenting Shares pursuant to the DGCL shall receive payment thereof from the Company in accordance with Section 262); provided 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 Company Dissenting Shares shall cease and such Company Dissenting 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 (without interest thereon) as provided in Section 3.01(b) or Section 3.01(d)DGCL. The Company shall notify Parent as promptly as reasonably practicable give ENVI prompt notice of any written demands received by the Company for appraisal of any Company Common Shares Share, attempted withdrawals of such demands and any other documents or instruments served pursuant to the DGCL and received by the Company Restricted Sharesrelating to stockholders’ rights of appraisal in accordance with the provisions of Section 262 of the DGCL, and Parent shall ENVI shall, at its sole cost and expense, have the right opportunity to participate in in, but not control, all negotiations and proceedings Proceedings with respect to all such demands. Prior to the Merger Effective Time, the The Company shall not, without except with the prior written consent of Parent ENVI (which consent Consent shall not be unreasonably withheld, delayed conditioned, or conditioneddelayed), voluntarily settle, or make any payment payment, or deliver any consideration, with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingdemand.

Company Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Shares or Company Restricted Shares that are Stock issued and outstanding immediately prior to the Merger Effective Time 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 of such Company Common Shares or Company Restricted Shares pursuant to, and who complies shares in all respects with, Section 262 accordance with the applicable provisions of the DGCL (such Section, “Section 262,” and, such shares of Company Common Shares, Stock being referred to collectively as the “Company Dissenting Shares”” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into the a right to receive their respective portion of the Aggregate Merger Consideration, as provided in Section 3.01(b) or Section 3.01(d), but rather, the holders of Company Dissenting Shares instead shall be entitled to only to payment such rights as are granted by Section 262 of the fair value of such Company Dissenting Shares in accordance with Section 262 (andDGCL; provided, at however, that if, after the Merger Effective Time, such Company Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease holder fails to existperfect, and withdraws or loses such holders shall cease to have any right with respect thereto, except the right to receive the fair value of such Company Dissenting Shares in accordance with Section 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the holder’s right to appraisal under Section 262pursuant to the DGCL, then the right or if a court of competent jurisdiction determines that such holder is not entitled to be paid the fair value of relief provided by the DGCL, such holder’s Company Dissenting Shares shall cease and such Company Dissenting Shares shall be deemed to have treated as if they had been converted as of the Merger Effective Time into, and to have become exchangeable solely for, into the right to receive such holder’s portion of the Aggregate Merger Consideration (in accordance with Section 1.5, without interest thereon) as provided in Section 3.01(b) or Section 3.01(d), upon surrender of the stock certificate formerly representing such Company Dissenting Shares. The Company Surviving Corporation shall notify provide Parent as promptly as reasonably practicable prompt written notice of any demands received by the Company Surviving Corporation for appraisal of shares of Company Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company Common Shares or Company Restricted Sharesprior to the Effective Time that relates to such demand, and the Surviving Corporation shall have the opportunity and right to direct all negotiations and Legal Proceedings with respect to such demands; provided that Parent shall have the right to participate in all negotiations and proceedings with respect consent to any final resolution of such demands. Prior to the Merger Effective Time, the Company shall not, without the prior written consent of Parent (which consent shall not be unreasonably withheld. Except with the prior written consent of Parent, delayed or conditioned)which shall not be unreasonably withheld, voluntarily the Surviving Corporation shall not make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Company Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Company Common Shares or Company Restricted Shares that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand, and who properly demands, appraisal of such Company Common Shares or Company Restricted Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (such Section, “Section 262,” and, and such Company Common Shares, “Company Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, Consideration as provided in Section 3.01(b) or Section 3.01(d4.01(b), but rather, the holders of such Company Dissenting Shares shall shall, with respect to such Company Dissenting Shares, be entitled only to payment of the fair value of such Company Dissenting Shares in accordance with Section 262 (and, at the Merger Effective Time, such Company Dissenting Shares shall no longer be outstanding and shall automatically be cancelled 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 Company Dissenting Shares in accordance with Section 262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal of such Company Dissenting Shares under Section 262, then (i) the right of such holder to be paid the fair value of such holder’s Company Dissenting Shares shall cease and cease, (ii) such Company Dissenting 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 (without interest thereon) as provided in Section 3.01(b4.01(b),, and (iii) Parent shall deposit, or Section 3.01(d)cause the Surviving Corporation to deposit with the Company Paying Agent, cash in an amount sufficient to pay the product of the Merger Consideration multiplied by the number of Company Dissenting Shares held by such holder. The Company shall notify Parent as promptly as reasonably practicable of any demands received by the Company for appraisal of any Company Common Shares or Company Restricted Shares, and Parent shall have the right to participate in 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 (which consent shall not be unreasonably withheld, delayed or conditioned), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Company Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Company Common Shares or Company Restricted Shares that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand, and who properly demands, appraisal of such Company Common Shares or Company Restricted Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (such Section, “Section 262,” and, such Company Common Shares, “Company Dissenting Shares”) Share shall not be converted into the right to receive its applicable portion of the Merger ConsiderationConsideration but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to any such Company Dissenting Share pursuant to Section 262 of the DGCL or, as provided in Section 3.01(b) or Section 3.01(dif applicable, Chapter 13 of the California Corporations Code (the “CCC”), but rather, the holders . Each holder of Company Dissenting Shares shall be who, pursuant to the DGCL or the CCC, becomes entitled only to payment of the fair value of thereunder for such Company Dissenting Shares shares shall receive payment therefor in accordance with Section 262 the DGCL or the CCC, as applicable (andbut only after the value therefor shall have been agreed upon or finally determined pursuant to the DGCL or the CCC, at as applicable). If, after the Merger Effective Time, such any Company Dissenting Shares Share shall no longer lose its status as a Company Dissenting Share, then any such share shall immediately be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except converted into the right to receive the fair value of its Per Share Merger Consideration as if such share never had been a Company Dissenting Shares Share, and Parent (or following the Closing, the Company) shall deliver, or cause to be delivered in accordance with the terms of this Agreement, to the holder thereof, following the satisfaction of the applicable conditions set forth in Section 262); provided that 2.4, this Section 2.5 and Section 2.6, its Per Share Merger Consideration as 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 share had never been a Company Dissenting Shares shall cease and such Company Dissenting 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 (without interest thereon) as provided in Section 3.01(b) or Section 3.01(d)Share. The Company shall notify give Parent as promptly as reasonably practicable (a) prompt notice of any demands for appraisal received by the Company for appraisal Company, withdrawals of any Company Common Shares or Company Restricted Sharessuch demands, and Parent shall have any other instruments served pursuant to the right DGCL or the CCC, as applicable, and received by the Company, and (b) the reasonable opportunity to participate in all negotiations and proceedings with respect to such demandsdemands 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 (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demandsclaim or demand with respect to any Company Dissenting Share. The Company shall, or agree shall cause its Affiliates to, enforce any contractual waivers that the Equity Holders have granted regarding appraisal rights that would apply to do any of the foregoingMerger.

Company Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, Company Common Shares or Company Restricted Shares that are outstanding immediately prior to the Merger Effective Time and that are held by any Person who is entitled to demand, and who properly demands, appraisal of such Company Common Shares or Company Restricted Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (such Section, “Section 262,” and, such Company Common Shares, “Company Dissenting Shares”) Share shall not be converted into the right to receive its applicable portion of the Merger Consideration, Consideration but shall instead be converted into the right to receive such consideration as provided in Section 3.01(b) or Section 3.01(d), but rather, may be determined to be due with respect to any such Company Dissenting Share pursuant to the holders DGCL. Each holder of Company Dissenting Shares shall be who, pursuant to the DGCL, becomes entitled only to payment of the fair value of thereunder for such Company Dissenting Shares shares shall receive payment therefor in accordance with Section 262 the DGCL (andbut only after the value therefor shall have been agreed upon or finally determined pursuant to the DGCL). If, at after the Merger Effective Time, such any Company Dissenting Shares Share shall no longer lose its status as a Company Dissenting Share, then any such share shall immediately be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except converted into the right to receive its applicable portion of the fair value of Merger Consideration as if such share never had been a Company Dissenting Shares Share, and PubCo shall deliver, or cause to be delivered in accordance with the terms of this Agreement, to the holder thereof, following the satisfaction of the applicable conditions set forth in this Section 262); provided that if any such holder shall fail to perfect or otherwise shall waive2.10, 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 Company Dissenting Shares shall cease and such Company Dissenting Shares shall be deemed to have been converted as its applicable portion of the Merger Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration (without interest thereon) as provided in Section 3.01(b) or Section 3.01(d)if such share had never been a Company Dissenting Share. The Company shall notify Parent as promptly as reasonably practicable give PubCo (a) prompt notice of any demands for appraisal received by the Company for appraisal Company, withdrawals of any Company Common Shares or Company Restricted Sharessuch demands, and Parent shall have any other instruments served pursuant to the DGCL and received by the Company, and (b) the right to participate in direct all negotiations and proceedings with respect to such demandsdemands 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 (which consent shall not be unreasonably withheld, delayed or conditioned)PubCo, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demands, claim or agree demand with respect to do any of Company Dissenting Share. The Company and the foregoingStockholders’ Representative shall (or shall cause their Affiliates to) enforce any contractual waivers that the Equity Holders have granted regarding appraisal rights that would apply to the Company Merger.

Company Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Shares or Company Restricted Shares that are Stock outstanding immediately prior to the Acquisition Merger Effective Time and that are held owned by any Person a Company Stockholder who is entitled to demand, demand and who has properly demands, demanded appraisal of for such Company Common Shares or Company Restricted Shares pursuant toshares in accordance with, and who complies in all respects with, Section 262 of the DGCL (such Section, “Section 262,” and, such Company Common Sharesshares, “Company Dissenting Shares”) ), shall not be converted into the right to receive the Merger Consideration, Per Share Consideration and shall instead entitle the holder thereof only to such rights as provided in Section 3.01(b) or Section 3.01(d), but rather, the holders are granted to a holder of Company Dissenting Shares shall be entitled only to payment by Section 262 of the fair value of DGCL. If any such Company Dissenting Shares in accordance with Stockholder fails to perfect or otherwise waives, withdraws or loses such Company Stockholder’s right to appraisal under Section 262 (andof the DGCL with respect to any Company Dissenting Shares, at the Merger Effective Time, then such Company Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall thereupon 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 be Company Dissenting Shares in accordance with Section 262); provided 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 Company Dissenting Shares shall cease and such Company Dissenting Shares shall be deemed to have been converted converted, as of the Acquisition Merger Effective Time intoTime, into and to have become shall be exchangeable solely for, for the right to receive the Merger Per Share Consideration (without interest thereon) as provided in Section 3.01(b) or Section 3.01(d)accordance with this Article III. The Company shall notify Parent as promptly as reasonably practicable give SPAC prompt written notice (and in any event within one (1) Business Day) of any demands received by the Company for appraisal of shares of Company Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company Common Shares relating to the actual or Company Restricted Sharespurported assertion or exercise of appraisal rights under Section 262 of the DGCL or other Law, and Parent SPAC shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Acquisition Merger Effective Time, the Company shall not, without except with the prior written consent of Parent (which consent shall not be unreasonably withheldSPAC, delayed or conditioned), voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demandsdemands or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 262 of the DGCL, or agree or commit to do any of the foregoing.

Company Dissenting Shares. Notwithstanding anything in this Agreement to the contrarycontrary herein, any Company Common Shares or for which a Company Restricted Shares that are outstanding immediately prior to Shareholder (a) has not voted in favor of the Merger Effective Time or consented to it in writing and that are held by any Person who is entitled to demand, and who properly demands, (b) has demanded the appraisal of such Company Common Shares or Company Restricted Shares pursuant toin accordance with, and who complies has complied in all respects with, Section 262 of the DGCL (such Section, “Section 262,” andcollectively, such shareholders, the “Company Common SharesDissenting Shareholders”, and such shares, the “Company Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger ConsiderationConsideration pursuant to Section 2.1(b)(vii). From and after the Effective Time, as provided in Section 3.01(b(i) or Section 3.01(d), but rather, the holders of Company Dissenting Shares shall be cancelled and extinguished and shall cease to exist and (ii) the Company Dissenting Shareholders shall be entitled only to payment such rights as may be granted to them under Section 262 of the fair value DGCL and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of ARYA, the Surviving Company or any of its Affiliates (including ARYA); provided, that if any Company Dissenting Shareholder effectively withdraws or loses such appraisal rights (whether through failure to perfect such appraisal rights or otherwise), then the Company Shares held by such Company Dissenting Shares in accordance with Section 262 Shareholder (and, at the Merger Effective Time, such Company Dissenting Shares A) shall no longer be outstanding deemed to be Company Dissenting Shares and (B) shall be treated as if they had been converted automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except at the Effective Time into the right to receive the fair value Per Share Merger Consideration pursuant to Section 2.1(b)(vii) upon delivery of such a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any other documents or agreements required by the Letter of Transmittal) and the surrender of the applicable documents and other deliverables set forth in Section 2.5(d). Each Company Dissenting Shareholder who becomes entitled to payment for his, her or its Company Dissenting Shares pursuant to the DGCL shall receive payment thereof from the Company in accordance with Section 262); provided 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 Company Dissenting Shares shall cease and such Company Dissenting 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 (without interest thereon) as provided in Section 3.01(b) or Section 3.01(d)DGCL. The Company shall notify Parent as promptly as reasonably practicable give ARYA prompt notice of any written demands received by the Company for appraisal of any Company Common Shares Share, attempted withdrawals of such demands and any other documents or instruments served pursuant to the DGCL and received by the Company Restricted Sharesrelating to stockholders’ rights of appraisal in accordance with the provisions of Section 262 of the DGCL, and Parent shall ARYA shall, at its sole cost and expense, have the right opportunity to participate in in, but not control, all negotiations and proceedings with respect to all such demands. Prior to the Merger Effective Time, the The Company shall not, without except with the prior written consent of Parent ARYA (which consent shall not be unreasonably withheld, delayed conditioned, or conditioneddelayed), voluntarily settle, or make any payment payment, or deliver any consideration, with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingdemand.

Company Dissenting Shares. Notwithstanding anything in this Agreement to the contrarycontrary herein, Company Common Shares or Company Restricted Shares that are outstanding immediately prior if required by the WBCA (but only to the extent required thereby) any Company Shares for which a Company Shareholder (a) has not voted in favor of the Merger Effective Time or consented to it in writing and that are held by any Person who is entitled to demand, and who properly demands, (b) has demanded the appraisal of such Company Common Shares or Company Restricted Shares pursuant toin accordance with, and who complies has complied in all respects with, Section 262 Chapter 23B.13 of the DGCL WBCA and have not effectively withdrawn such demand (such Section, “Section 262,” andcollectively, such shareholders, the “Company Common SharesDissenting Shareholders”, and such shares, the “Company Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger ConsiderationConsideration pursuant to Section 2.1(i). From and after the Effective Time, as provided in Section 3.01(b(i) or Section 3.01(d), but rather, the holders of Company Dissenting Shares shall be cancelled and extinguished and shall cease to exist and (ii) the Company Dissenting Shareholders shall be entitled only to payment such rights as may be granted to them under Chapter 23B.13 of the fair value WBCA and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of Cascadia, the Surviving Company or any of its Affiliates (including Cascadia); provided, that if any Company Dissenting Shareholder effectively withdraws or loses such appraisal rights (whether through failure to perfect such appraisal rights or otherwise), then the Company Shares held by such Company Dissenting Shares in accordance with Section 262 Shareholder (and, at the Merger Effective Time, such Company Dissenting Shares A) shall no longer be outstanding deemed to be Company Dissenting Shares and (B) shall be treated as if they had been converted automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except at the Effective Time into the right to receive the fair value of such Per Share Merger Consideration pursuant to Section 2.1(i). Each Company Dissenting Shareholder who becomes entitled to payment for his, her or its Company Dissenting Shares pursuant to the WBCA shall receive payment thereof from the Company in accordance with Section 262); provided 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 Company Dissenting Shares shall cease and such Company Dissenting 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 (without interest thereon) as provided in Section 3.01(b) or Section 3.01(d)WBCA. The Company shall notify Parent as promptly as reasonably practicable give Xxxxxxxx prompt notice of any written demands received by the Company for appraisal of any Company Common Shares Share, attempted withdrawals of such demands and any other documents or instruments served pursuant to the WBCA and received by the Company Restricted Sharesrelating to stockholders’ rights of appraisal in accordance with the provisions of Chapter 23B.13 of the WBCA, and Parent shall Cascadia shall, at its sole cost and expense, have the right opportunity to participate in in, but not control, all negotiations and proceedings with respect to all such demands. Prior to the Merger Effective Time, the The Company shall not, without except with the prior written consent of Parent Cascadia (which consent shall not be unreasonably withheld, delayed conditioned, or conditioneddelayed), voluntarily settle, or make any payment payment, or deliver any consideration, with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingdemand.