Common use of Dissenters’ Rights Clause in Contracts

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and constituting "dissenting shares" (as defined in Section 1300 of the CGCL) ("Dissenting Shares"), shall not be converted into the right to receive the Merger Consideration, as provided in Section 2.3 hereof, unless and until such holder fails to perfect or effectively withdraws or otherwise loses his or her right to appraisal and payment under the CGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his or her right to appraisal, such Dissenting Shares thereupon shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration to which such holder is entitled, without interest thereon. The Company shall give Parent (i) prompt written notice of any demands received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served, pursuant to applicable law received by the Company relating to dissenters' rights and (ii) the opportunity to direct all negotiations with respect to dissenters under the CGCL. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of such demands.

Dissenters’ Rights. Notwithstanding anything in No Dissenting Securityholder shall be entitled to any Merger Consideration pursuant to this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and constituting "dissenting shares" (as defined in Section 1300 of the CGCL) ("Dissenting Shares"), shall not be converted into the right to receive the Merger Consideration, as provided in Section 2.3 hereof, Article IV unless and until such holder fails Person thereof shall have failed to perfect or shall have effectively withdraws withdrawn or otherwise loses his or her lost such Person's right to appraisal and payment dissent from the Merger under the CGCLDGCL, and any Dissenting Securityholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to Company Securities owned by such Dissenting Securityholder. If, after the Effective Time, If any such holder fails Person who otherwise would be deemed a Dissenting Securityholder shall have failed to perfect or shall have effectively withdraws withdrawn or loses his or her right to appraisal, such Dissenting Shares thereupon shall be treated as if they had been converted as of the Effective Time into lost the right to receive the Merger Consideration dissent with respect to which any Company Securities, such holder is entitled, without interest thereonCompany Securities shall immediately become Non-Election Shares. The Company shall give Parent (i) prompt written notice of any written demands received by the Company for appraisal of any shares of Company Common Stockappraisal, attempted withdrawals of such demands demands, and any other instruments served, served pursuant to applicable law received by the Company relating to dissentersstockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to dissenters demands for appraisal under the CGCLDGCL. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal of Dissenting SharesSecurities, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares Any Person who otherwise would be deemed a holder of Company Common Stock outstanding immediately prior to the Effective Time and constituting "dissenting shares" Dissenting Shares (as defined in Section 1300 of the CGCLa “Dissenting Shareholder”) ("Dissenting Shares"), shall not be converted into the right entitled to receive the applicable Merger Consideration, as provided Consideration (or cash in Section 2.3 hereof, lieu of fractional shares) with respect to the Dissenting Shares unless and until such holder fails Person shall have failed to perfect or shall have effectively withdraws withdrawn or otherwise loses his or her lost such holder’s right to appraisal and payment dissent from the Merger under the CGCLprovisions of Section 607.1301 through 607.1340 of the FBCA (the “Dissenter Provisions”). If, after Each Dissenting Shareholder shall be entitled to receive only the Effective Time, any such holder fails payment provided by the Dissenter Provisions with respect to perfect or effectively withdraws or loses his or her right to appraisal, shares of Professional Common Stock owned by such Dissenting Shares thereupon shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration to which such holder is entitled, without interest thereonShareholder. The Company shall give Parent SBC (i) prompt written notice of any written demands received by the Company for appraisal of any shares of Company Common Stockappraisal, attempted withdrawals of such demands demands, and any other instruments served, served pursuant to applicable law Law received by the Company relating to dissenters' shareholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to dissenters demand for appraisal under the CGCLDissenter Provisions. The Company shall not, without except with the prior written consent of ParentSBC, voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Stock any Shares outstanding immediately prior to the Effective Time held by a holder who has demanded and constituting "dissenting shares" (as defined in Section 1300 of perfected the CGCL) right, if any, to receive fair value for such Shares ("Dissenting Shares"), ) in accordance with the provisions of Section 473 of the MBCA and as of the Effective Time has not withdrawn or lost such dissenter's rights shall not be converted into the or represent a right to receive a cash payment pursuant to Section 2.1.3(a), but the Merger Consideration, holder shall only be entitled to such rights as provided in Section 2.3 hereof, unless and until are granted by the MBCA. If a holder of Shares who asserts dissenter's rights under the MBCA withdraws or loses such holder fails rights (through failure to perfect or effectively withdraws or otherwise loses his or her right to appraisal and payment under the CGCL. Ifotherwise), after the Effective Timethen, any such holder fails to perfect or effectively withdraws or loses his or her right to appraisal, such Dissenting Shares thereupon shall be treated as if they had been converted as of the Effective Time or the occurrence of such event, whichever last occurs, those Shares shall be converted into and represent only the right to receive the Merger Consideration to which such holder is entitledas provided in Section 2.1.3(a), without interest thereoninterest, upon the surrender of the certificate or certificates representing those Shares. The Company shall give Parent (i) prompt notice of any written notice of intent to demand fair value for any demands received by the Company for appraisal of any shares of Company Common StockShares, attempted withdrawals of such demands demands, the deposit of any Shares for which payment is demanded, and any other instruments served, served pursuant to applicable law the MBCA received by the Company relating to dissenters' rights and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to dissenters the assertion of dissenters' rights under the CGCLMBCA. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to Dissenting Sharesany such demands for payment of fair value, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to To the contraryextent applicable, shares of Company Common Stock outstanding immediately prior to the Effective Time and constituting "dissenting shares" (as defined held by a holder who has not voted its shares in Section 1300 favor of the CGCL) Merger and who is entitled to demand and who properly demands appraisal for such shares of Company Common Stock in accordance with the DGCL (the "Dissenting Shares"), ) shall not be converted into the right to receive the Merger Consideration, as provided in Section 2.3 hereof, unless and until such holder fails to perfect or effectively withdraws or otherwise loses his or her right to appraisal and payment under the CGCLappraisal. If, If after the Effective Time, any Time such holder fails to perfect or effectively withdraws or loses his or her right to appraisal, each such Dissenting Shares thereupon share of Company Common Stock shall be treated as if they it had been converted as of the Effective Time into the right to receive the Merger Consideration to which such holder is entitled, without any interest thereon. The Company shall give Parent (i) DGAC prompt written notice of any demands received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served, pursuant DGAC shall have the right to applicable law received by the Company relating to dissenters' rights and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to dissenters under the CGCLsuch demands. The Company shall not, without the prior written consent of ParentDGAC, voluntarily make any payment with respect to Dissenting Sharesto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal demands. Any amounts paid to a holder pursuant to a right of such demandsappraisal will be paid by the Surviving Corporation in accordance with the DGCL.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and constituting "dissenting shares" (as defined in Section 1300 of the CGCL) ("Dissenting Shares"), Dissenters' Shares shall not be converted into Merger Consideration as provided in Section 3.01(c), but rather the holders of Dissenters' Shares shall be entitled to payment of the fair value of such Dissenters' Shares in accordance with Section 262 of the DGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair value under Section 262 of the Merger ConsiderationDGCL, as provided in Section 2.3 hereof, unless and until then the right of such holder fails to perfect or effectively withdraws or otherwise loses his or her right to appraisal be paid the fair value of such holder's Dissenters' Shares shall cease and payment under the CGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his or her right to appraisal, such Dissenting Dissenters' Shares thereupon shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration to which such holder is entitled, without interest thereonas provided in Section 3.01(c). The Company shall give provide prompt notice to Parent (i) prompt written notice of any demands received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of any such demands and any other instruments serveddocuments received in connection with any assertion of rights to payment of fair value under Section 262 of the DGCL, pursuant and Parent shall have the right to applicable law received by the Company relating to dissenters' rights participate in and (ii) the opportunity to direct all negotiations and proceedings with respect to dissenters under the CGCLsuch demands. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to Dissenting Sharesto, or settle or offer to settle or settle settle, any such demands demands, or approve agree to do any withdrawal of such demandsthe foregoing.

Dissenters’ Rights. Notwithstanding anything in this ------------------ Agreement to the contrary, shares Dissenting Stockholders who shall not have voted such Shares in favor of Company Common Stock outstanding immediately prior the Merger and who shall have delivered to the Effective Time and constituting "dissenting shares" (as defined Company a written objection to the Merger in the manner provided by Section 1300 262 of the CGCL) DGCL or, if the Merger is effected pursuant to Section 253 of the DGCL, made a written demand for payment of the fair value of his or her Shares ("Dissenting ---------- Shares"), shall not be converted into the right to receive the Merger Consideration, as provided in Section 2.3 hereof, ------ Consideration unless and until such holder fails to perfect or effectively withdraws or otherwise loses his or her right to appraisal and payment under the CGCLappraisal. If, after the Effective Time, any such holder fails to perfect or effectively withdraws withdraw or loses his or her right to appraisal, such Dissenting Shares thereupon shall be treated as if they had deemed to have been converted as of the Effective Time into the a right to receive the Merger Consideration to which such holder is entitledConsideration, without interest thereoninterest. The Company shall give the Parent (i) or the Purchaser prompt written notice of any notices of objection to the Merger received by the Company, and of any demands received by the Company for appraisal of payment for any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served, Shares pursuant to applicable law received by Section 262 of the Company relating DGCL, and the Parent or the Purchaser shall have the right to dissenters' rights and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to dissenters under the CGCLsuch demands. The Company shall not, without except with the prior written consent of Parent, voluntarily which consent shall not be unreasonably withheld or delayed, make any payment with respect to Dissenting Sharesto, or offer to settle or settle settle, any such demands or approve any withdrawal of such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Shares outstanding immediately prior to the Effective Time of the First Merger and constituting "dissenting shares" (as defined in Section 1300 of the CGCL) ("Dissenting Shares"), shall not be converted into the right to receive the Merger Consideration, as provided in Section 2.3 2.1(a) hereof, unless and until such holder fails to perfect or effectively withdraws or otherwise loses his or her right to appraisal and payment under the CGCL. If, after the Effective TimeTime of the First Merger, any such holder fails to perfect or effectively withdraws or loses his or her right to appraisal, such Dissenting Shares shall thereupon shall be treated as if they had been converted as of the Effective Time of the First Merger into the right to receive the Merger Consideration to which such holder is entitled, without interest or dividends thereon. The Company shall give Parent (i) prompt written notice of any demands received by the Company for appraisal of any shares Shares, and, prior to the Effective Time of Company Common Stockthe First Merger, attempted withdrawals of such demands and any other instruments served, pursuant Parent shall have the right to applicable law received by the Company relating to dissenters' rights and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to dissenters under such demands. Prior to the CGCL. The Effective Time of the First Merger, the Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to Dissenting Shares, or offer to settle or settle settle, any such demands or approve any withdrawal of such demands.

Dissenters’ Rights. Notwithstanding anything in this ------------------ Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and constituting "dissenting shares" (as defined held by a holder who has not voted in Section 1300 favor of the CGCL) Merger and who has dissented from the Merger in accordance with Article 113 of the CBCA ("Dissenting Shares"), ) shall not be converted into the right to receive the Merger Consideration, Consideration as provided in Section 2.3 hereof1.04(b), unless and until such holder fails to perfect or effectively withdraws or otherwise loses his or her right to appraisal and payment under the CGCLCBCA. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his or her right to appraisalsuch payment, such Dissenting Shares shall thereupon shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration Consideration, if any, to which such holder is entitled, without interest thereon. The Company shall give Parent (i) and Merger Subsidiary prompt written notice of any demands notice of dissent received by Company and, prior to the Company for appraisal of any shares of Company Common StockEffective Time, attempted withdrawals of such demands Parent and any other instruments served, pursuant Merger Subsidiary shall have the right to applicable law received by the Company relating to dissenters' rights and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to dissenters under such dissents. Prior to the CGCL. The Effective Time, Company shall not, without except with the prior written consent of ParentParent and Merger Subsidiary, voluntarily make any payment with respect to Dissenting Sharesto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of such demandsdissents.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares Shares of Company Common Stock outstanding which immediately prior to the Effective Time are held by Stockholders who have properly exercised and constituting "dissenting shares" (as defined in perfected appraisal rights under Section 1300 262 of the CGCL) DGCL (the "Dissenting Shares")) shall, shall if required by the DGCL, but only to the extent required thereby, not be converted into the right to receive the Merger Consideration, but the holders of Dissenting Shares shall be entitled to receive such consideration as provided in shall be determined pursuant to Section 2.3 hereof262 of the DGCL; provided, unless and until however, that if any such holder fails shall have failed to perfect or effectively withdraws shall withdraw or otherwise loses lose his or her right to appraisal and payment under the CGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his or her right to appraisalDGCL, such Dissenting Shares holder's shares of Company Common Stock shall thereupon shall be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration to which such holder is entitledConsideration, without any interest thereon, and such shares shall no longer be Dissenting Shares. The Company shall give Parent (i) the Parent, Merger Sub and the Exchange Agent prompt written notice of any demands received claim by a Stockholder for payment of fair value for Dissenting Shares as provided in Section 262 of the DGCL. Prior to the Effective Time, the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served, pursuant to applicable law received by the Company relating to dissenters' rights and (ii) the opportunity to direct all negotiations with respect to dissenters under the CGCL. The Company shall will not, without except with the prior written consent of ParentParent and Merger Sub, voluntarily make any payment payments with respect to Dissenting Sharesto, or settle or offer to settle or settle settle, any such demands or approve any withdrawal of such demands.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares Shares that are held by stockholders that have not voted in favor of the Merger, are entitled to demand and have properly demanded appraisal of their Shares under the DGCL, and have complied in all respects with the requirements of the DGCL concerning the right of a stockholder of the Company Common Stock outstanding immediately prior to demand appraisal of such Shares and that, as of the Effective Time and constituting "dissenting shares" Time, have not effectively withdrawn or lost such right to appraisal (as defined in Section 1300 of the CGCL) ("Dissenting Shares"), ) shall not be converted into or represent a right to receive the Per Share Amount, but the holders of such Dissenting Shares shall be entitled only to such rights as are provided under Section 262 of the DGCL. Each holder of Dissenting Shares that becomes entitled to payment for such Dissenting Shares pursuant to Section 262 of the DGCL shall receive payment for such Dissenting Shares from the Surviving Corporation in accordance with the DGCL; provided, however, that to the extent that any holder of Shares has failed to establish the entitlement to appraisal rights as provided in Section 262 of the DGCL, or shall have failed to perfect or shall have effectively withdrawn or lost such rights, such holder shall forfeit the right to appraisal of such Shares and each such Share shall thereupon be deemed to have been converted, as of the Effective Time, into and represent the right to receive payment from the Merger Consideration, as provided Surviving Corporation of the Per Share Amount in accordance with the procedures set forth in Section 2.3 hereof, unless and until such holder fails to perfect or effectively withdraws or otherwise loses his or her right to appraisal and payment under the CGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his or her right to appraisal, such Dissenting Shares thereupon shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration to which such holder is entitled2.07, without interest thereon. The Company shall give Parent (i) prompt written notice of any demands received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served, pursuant to applicable law received by the Company relating to dissenters' rights and (ii) the opportunity to direct all negotiations with respect to dissenters under the CGCL. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and constituting "dissenting shares" (as defined in Section 1300 of the CGCL) ("Any Person who otherwise would be deemed a Dissenting Shares"), Stockholder shall not be converted into the right to receive the Merger Consideration, as provided in Section 2.3 hereof, unless and until such holder fails to perfect or effectively withdraws or otherwise loses his or her right to appraisal and payment under the CGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his or her right to appraisal, such Dissenting Shares thereupon shall be treated as if they had been converted as of the Effective Time into the right entitled to receive the Merger Consideration with respect to which the Company Shares owned by such holder is entitled, without interest thereonPerson unless and until such Person shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to dissent from the Merger under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to Company Shares owned by such Dissenting Stockholder. The Company shall give Parent (i) prompt written notice of any written demands received by the Company for appraisal of any shares of Company Common Stockappraisal, attempted withdrawals of such demands and any other instruments served, served pursuant to applicable law Law received by the Company relating to dissenters' stockholders’ rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to dissenters demand for appraisal under the CGCLDGCL. The Company shall not, without except with the prior written consent of ParentParent (which shall not be unreasonably withheld, delayed or conditioned), voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding anything in the provisions of Section 3.01 or any other provision of this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and constituting "dissenting shares" (as defined Shares that have not been voted in Section 1300 favor of the CGCL) approval and adoption of the Merger and with respect to which dissenters' rights shall have been demanded and perfected in accordance with Sections 623 and 910 of the BCL (the "Dissenting Shares"), ) and not withdrawn shall not be converted into the right to receive the Merger Consideration, as provided in Section 2.3 hereof, unless and until such holder fails to perfect cash at or effectively withdraws or otherwise loses his or her right to appraisal and payment under the CGCL. If, after the Effective Time, any but such Shares shall become the right to receive such consideration as may be determined to be due to holders of Dissenting Shares pursuant to the laws of the State of New York unless and until the holder fails of such Dissenting Shares withdraws his or her demand for such appraisal or becomes ineligible for such appraisal. If a holder of Dissenting Shares shall withdraw his or her demand for such appraisal or shall become ineligible for such appraisal (through failure to perfect or effectively withdraws or loses his or her right to appraisalotherwise), such Dissenting Shares thereupon shall be treated as if they had been converted then, as of the Effective Time or the occurrence of such event, whichever last occurs, such holder's Dissenting Shares shall automatically be converted into and represent the right to receive the Merger Consideration to which such holder is entitledConsideration, without interest thereoninterest, as provided in Section 3.01(a). The Company shall give the Parent (i) prompt written notice of any demands for appraisal of Shares received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served, pursuant to applicable law received by the Company relating to dissenters' rights and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to dissenters under the CGCLany such demands. The Company shall not, without the prior written consent of the Parent, voluntarily make any payment with respect to Dissenting Sharesto, or settle, offer to settle or settle otherwise negotiate, any such demands or approve any withdrawal of such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and constituting "dissenting shares" (as defined in Section 1300 of the CGCL) ("Dissenting Shares"), Dissenters’ Shares shall not be converted into the right to receive the Merger Consideration, as provided in Section 2.3 hereof3.01(c), unless and until but rather the holders of Dissenters’ Shares shall be entitled to payment of the fair value of such Dissenters’ Shares in accordance with Section 262 of the DGCL; provided, however, that if any such holder fails shall fail to perfect or effectively withdraws otherwise shall waive, withdraw or otherwise loses his or her lose the right to appraisal and receive payment of fair value under Section 262 of the CGCL. IfDGCL, after then the Effective Time, any right of such holder fails to perfect or effectively withdraws or loses his or her right to appraisal, be paid the fair value of such Dissenting holder’s Dissenters’ Shares thereupon shall cease and such Dissenters’ Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration to which such holder is entitledConsideration, without any interest thereon, as provided in Section 3.01(c). The Company shall give provide prompt notice to Parent (i) prompt written notice of any demands received by the Company for appraisal of any shares of Company Common StockShares, attempted withdrawals of any such demands and any other instruments serveddocuments received in connection with any assertion of rights to payment of fair value under Section 262 of the DGCL, pursuant and Parent shall have the right to applicable law received by the Company relating to dissenters' rights participate in and (ii) the opportunity to direct all negotiations and proceedings with respect to dissenters under the CGCLsuch demands. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to Dissenting Sharesto, or settle or offer to settle or settle settle, any such demands demands, or approve agree to do any withdrawal of such demandsthe foregoing.

Dissenters’ Rights. Notwithstanding anything in the provisions of Section 4.01 or any other provision of this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and constituting "dissenting shares" (as defined in Section 1300 of the CGCL) ("Dissenting Shares"), Shares shall not be converted into the right to receive the Merger Consideration, as provided in Section 2.3 hereof, unless and until such holder fails to perfect cash at or effectively withdraws or otherwise loses his or her right to appraisal and payment under the CGCL. If, after the Effective Time, any but such Shares shall become the right to receive such consideration as may be determined to be due to holders of Dissenting Shares pursuant to the laws of the State of Delaware unless and until the holder fails of such Dissenting Shares withdraws his or her demand for such appraisal in accordance with the DGCL or becomes ineligible for such appraisal. If a holder of Dissenting Shares shall withdraw his or her demand for such appraisal or shall become ineligible for such appraisal (through failure to perfect or effectively withdraws or loses his or her right to appraisalotherwise), such Dissenting Shares thereupon shall be treated as if they had been converted then, as of the Effective Time or the occurrence of such event, whichever last occurs, such holder's Dissenting Shares shall automatically be converted into and represent the right to receive the Merger Consideration to which such holder is entitledConsideration, without interest thereoninterest, as provided in Section 4.01(a) and in accordance with the DGCL. The Company shall give the Parent (i) prompt written notice of any demands for appraisal of Shares received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served, pursuant to applicable law received by the Company relating to dissenters' rights and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to dissenters under the CGCLany such demands. The Company shall not, without the prior written consent of the Parent, voluntarily make any payment with respect to Dissenting Sharesto, or settle, offer to settle or settle otherwise negotiate, any such demands or approve any withdrawal of such demands.

Dissenters’ Rights. Notwithstanding anything in any other provision of this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and constituting "dissenting shares" (as defined in Section 1300 of the CGCL) ("Dissenting Shares"), Shares shall not be converted into or represent the right to receive the Merger Consideration. Dissenting Stockholders shall be entitled to receive payment of the fair value of such shares in accordance with Section 262 of the DGCL, as provided in Section 2.3 hereof, unless and until such holder fails except that all Dissenting Shares held by Dissenting Stockholders who shall have failed to perfect or who effectively withdraws shall have withdrawn or otherwise loses his or her lost their rights to dissent under such Section 262 of the DGCL shall thereupon be deemed to have been converted into and to represent only the right to appraisal and payment under the CGCL. Ifreceive, after as of the Effective Time, the Merger Consideration, without any such holder fails to perfect or effectively withdraws or loses his or her right to appraisalinterest thereon, such Dissenting Shares thereupon shall be treated as if they had been converted as upon surrender of the Effective Time into the right to receive the Merger Consideration to which Certificates evidencing such holder is entitled, without interest thereonShares. The Company shall give Parent (i) prompt written notice of any written demands for fair value received by the Company, withdrawals of such demands, and any other related instruments served pursuant to the DGCL and received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served, pursuant to applicable law received by the Company relating to dissenters' rights and (ii) the opportunity to direct all negotiations and proceedings with respect to dissenters demands for fair value under the CGCLDGCL. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for fair value for Dissenting Shares, Shares or offer to settle settle, or settle settle, any such demands or approve any withdrawal of such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary2.1(3), shares of Company Common Stock outstanding immediately prior to the Effective Time and constituting "dissenting shares" (as defined in Section 1300 Shares that have not been voted for adoption of the CGCL) Merger and the Merger Agreement and with respect to which appraisal shall have been properly demanded in accordance with the DGCL ("Dissenting Shares"), ) shall not be converted into the right to receive the Merger Consideration, as provided in Section 2.3 hereof, Consideration at or after the Effective Time unless and until the holder of such holder fails to perfect or effectively Common Shares withdraws or otherwise loses his or her right to demand for such appraisal and payment under (in accordance with the CGCLDGCL) or becomes ineligible for such appraisal. If, after If a holder of Dissenting Shares shall withdraw (in accordance with the Effective Time, any such holder fails to perfect or effectively withdraws or loses DGCL) his or her right to demand for such appraisal or shall become ineligible for such appraisal, such Dissenting Shares thereupon shall be treated as if they had been converted then, as of the Effective Time or the occurrence of such event, whichever last occurs, such holder's Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the Merger Consideration to which such holder is entitled, without interest thereoninterest. The Company shall give Parent MergerCo (i) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal of Common Shares and any other instruments relating to the DGCL received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served, pursuant to applicable law received by the Company relating to dissenters' rights and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to dissenters under the CGCLdemands for appraisal. The Company shall not, without the prior written consent of Parent, will not voluntarily make any payment with respect to Dissenting Sharesdemands for appraisal and will not, except with the prior written consent of MergerCo, settle or offer to settle or settle any such demands or approve any withdrawal of such demands.. (11)

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contraryAny stockholder who shall have delivered a written demand for appraisal of such stockholders' Shares, shares of Company Common Stock outstanding immediately prior to the Effective Time and constituting "dissenting shares" (as defined provided in Section 1300 262 of the CGCL) DGCL (each a "Dissenting SharesDISSENTING STOCKHOLDER"), shall not be converted into the right entitled to receive the Merger Consideration, as provided Purchaser Shares or cash in Section 2.3 hereoflieu of fractional Purchaser Shares pursuant to this Article IV, unless and until such the holder fails thereof shall have failed to perfect or shall have effectively withdraws withdrawn or otherwise loses his or her lost such holder's right to appraisal and payment dissent from the Merger under the CGCL. IfDGCL, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his or her right to appraisal, such Dissenting Shares thereupon and shall be treated as if they had been converted as entitled to receive only the payment provided by Section 262 of the Effective Time into the right DGCL with respect to receive the Merger Consideration to which such holder is entitled, without interest thereonShares. The Company shall give Parent the Purchaser (i) prompt written notice of any written demands received by the Company for appraisal of any shares of Company Common StockDissenting Shares, attempted withdrawals of such demands demands, and any other instruments served, served pursuant to applicable law received by the Company relating to dissentersstockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to dissenters demand for appraisal under the CGCLDGCL. The Company shall not, without except with the prior written consent of Parentthe Purchaser, voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement No Dissenting Stockholder shall be entitled to the contraryMerger Consideration unless and until the holder thereof shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to dissent from the Merger under the DGCL, shares of Company Common Stock outstanding immediately prior and any Dissenting Stockholder shall be entitled to receive only the Effective Time and constituting "dissenting shares" (as defined in payment provided by Section 1300 262 of the CGCL) ("DGCL with respect to Dissenting Shares owned by such Dissenting Stockholder. If any Person who otherwise would be deemed a Dissenting Stockholder shall have failed to properly perfect or shall have effectively withdrawn or lost the right to dissent with respect to any Shares"), such Shares shall not thereupon be treated as though such Shares had been converted into the right to receive the Merger Consideration, as provided in Section 2.3 hereof, unless and until such holder fails to perfect or effectively withdraws or otherwise loses his or her right to appraisal and payment under the CGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his or her right to appraisal, such Dissenting Shares thereupon shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration pursuant to which such holder is entitled, without interest thereonSection 4.1 hereof. The Company shall give Parent (i) prompt written notice of any written demands received by the Company for appraisal of any shares of Company Common Stockappraisal, attempted withdrawals of such demands demands, and any other instruments served, served pursuant to applicable law Law received by the Company relating to dissenters' stockholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to dissenters demand for appraisal under the CGCLDGCL. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and constituting "dissenting shares" (as defined in Section 1300 of the CGCL) ("Dissenting Shares"), Dissenters' Shares shall not be converted into Merger Consideration as provided in Section 3.01(c), but rather the holders of Dissenters' Shares shall --------------- be entitled to payment of the fair value of such Dissenters' Shares in accordance with Section 262 of the DGCL; provided, however, that if any such -------- ------- holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair value under Section 262 of the Merger ConsiderationDGCL, as provided in Section 2.3 hereof, unless and until then the right of such holder fails to perfect or effectively withdraws or otherwise loses his or her right to appraisal be paid the fair value of such holder's Dissenters' Shares shall cease and payment under the CGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his or her right to appraisal, such Dissenting Dissenters' Shares thereupon shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration to which such holder is entitled, without interest thereonas provided in Section 3.01(c). The Company shall give provide prompt notice to Parent (i) prompt written notice of any --------------- demands received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of any such demands and any other instruments serveddocuments received in connection with any assertion of rights to payment of fair value under Section 262 of the DGCL, pursuant and Parent shall have the right to applicable law received by the Company relating to dissenters' rights participate in and (ii) the opportunity to direct all negotiations and proceedings with respect to dissenters under the CGCLsuch demands. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to Dissenting Sharesto, or settle or offer to settle or settle settle, any such demands demands, or approve agree to do any withdrawal of such demandsthe foregoing.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Common Stock outstanding immediately prior held by a Person who objects to the Effective Time Merger (a "Dissenting Shareholder") and constituting "dissenting shares" (as defined in complies with all the provisions of Section 1300 92A.380 of the CGCL) Nevada Corporation Law concerning the right of holders of Common Stock to dissent from the Merger and require appraisal of their shares of Common Stock, as the case may be (the "Dissenting Shares"), ) shall not be converted into as described in Section 1.7 but shall become the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to Section 92A.380 of the Merger Consideration, as provided in Section 2.3 hereof, unless and until such holder fails to perfect or effectively withdraws or otherwise loses his or her right to appraisal and payment under the CGCLNevada Corporation Law. If, after the Effective Time, any such holder Dissenting Shareholder withdraws his demand for appraisal or fails to perfect or effectively withdraws or otherwise loses his or her right to of appraisal, such in any case pursuant to the Nevada Corporation Law, his Dissenting Shares thereupon shall be treated as if they had been deemed to be converted as of the Effective Time into the right to receive his pro-rata shares of the Merger Consideration to which such holder is entitled, without interest thereonConsideration. The Company ST Power shall give Parent SLTN (i) prompt written notice of any demands received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served, pursuant to applicable law Dissenting Shares received by the Company relating to dissenters' rights ST Power, and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to dissenters under the CGCLany such demands. The Company shall not, without the prior written consent of Parent, Neither ST Power nor SLTN will voluntarily make any payment with respect to Dissenting Sharesany demands for appraisal and will not, except with the prior written consent of the ST Power Principal Shareholders, settle or offer to settle or settle any such demands or approve any withdrawal of such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary2.1(3), shares of Company Common Stock outstanding immediately prior to the Effective Time and constituting "dissenting shares" (as defined in Section 1300 Shares that have not been voted for adoption of the CGCL) Merger and the Merger Agreement and with respect to which appraisal shall have been properly demanded in accordance with the DGCL ("Dissenting Shares"), ) shall not be converted into the right to receive the Merger Consideration, as provided in Section 2.3 hereof, Consideration at or after the Effective Time unless and until the holder of such holder fails to perfect or effectively Common Shares withdraws or otherwise loses his or her right to demand for such appraisal and payment under (in accordance with the CGCLDGCL) or becomes ineligible for such appraisal. If, after If a holder of Dissenting Shares shall withdraw (in accordance with the Effective Time, any such holder fails to perfect or effectively withdraws or loses DGCL) his or her right to demand for such appraisal or shall become ineligible for such appraisal, such Dissenting Shares thereupon shall be treated as if they had been converted then, as of the Effective Time or the occurrence of such event, whichever last occurs, such holder's Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the Merger Consideration to which such holder is entitled, without interest thereoninterest. The Company shall give Parent MergerCo (i) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal of Common Shares and any other instruments relating to the DGCL received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served, pursuant to applicable law received by the Company relating to dissenters' rights and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to dissenters under the CGCLdemands for appraisal. The Company shall not, without the prior written consent of Parent, will not voluntarily make any payment with respect to Dissenting Sharesdemands for appraisal and will not, except with the prior written consent of MergerCo, settle or offer to settle or settle any such demands or approve any withdrawal of such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Common Stock outstanding immediately prior held by a person (a "Dissenting Shareholder") who shall not have voted to the Effective Time adopt this Agreement and constituting "dissenting shares" (as defined who properly demands appraisal for such shares in accordance with Section 1300 262 of the CGCL) ("Dissenting Shares"), DGCL shall not be converted into the a right to receive the Merger Consideration, as provided in Section 2.3 hereof, unless and until such holder fails to perfect or effectively withdraws or otherwise loses his or her such holder's right to appraisal and payment under the CGCLDGCL. If, after the Effective Time, any such holder Dissenting Shareholder fails to perfect or effectively withdraws or loses his or her such holder's right to appraisalappraisal under the DGCL, such Dissenting Shares thereupon Shareholder's shares of Company Common Stock shall be treated as if they had deemed to have been converted as of into, at the Effective Time into the Time, a right to receive for each share the Merger Consideration to which such holder is entitled, without interest thereonConsideration. The Company shall give Parent (i) the Buyer prompt written notice of any demands received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served, pursuant the Buyer shall have the right to applicable law received by the Company relating to dissenters' rights and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to dissenters under the CGCLsuch demands. The Company shall not, without the prior written consent of Parentthe Buyer, voluntarily make any payment with respect to Dissenting Sharesto, or settle, offer to settle or settle otherwise negotiate, any such demands or approve any withdrawal of such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares of capital stock of the Company Common Stock outstanding immediately prior held by a holder who, pursuant to Chapter 13 of the CGCL or any successor provision, has the right to dissent to the Effective Time Merger and constituting "dissenting shares" (as defined in Section 1300 demand payment for such shares and properly dissents and demands payment for the fair value of such shares of capital stock of the CGCL) Company ("Dissenting Shares")) in accordance with the CGCL, shall not be converted into the right to receive the Merger Consideration, Parent Common Stock as provided set forth in Section 2.3 hereof1.5, unless and until such holder withdraws, fails to perfect or effectively withdraws or otherwise loses his or her such holder's right to appraisal and payment under the CGCLsuch payment, if any. If, after the Effective Time, any such holder withdraws, fails to perfect or effectively withdraws or loses his or her any such right to appraisalpayment, such holder's Dissenting Shares thereupon shall be treated as if they had having been converted as of the Effective Time into the right to receive the portion of the Total Merger Consideration provided for in Section 1.5. At the Effective Time, any holder of Dissenting Shares shall cease to which such holder is entitledhave any rights with respect thereto, without interest thereonexcept the rights provided in Chapter 13 of the CGCL or any successor provision and as provided in the immediately preceding sentence. The Company shall give prompt notice to Parent (i) prompt written notice of any demands received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals capital stock of such demands and any other instruments served, pursuant to applicable law received by the Company relating to dissenters' rights and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to dissenters under any such demand. Except to the extent otherwise required by the CGCL. The , the Company shall not, without the prior written consent of Parent, voluntarily not make any payment or settlement offer prior to the Effective Time with respect to Dissenting Shares, offer to settle or settle any such demands demand unless Parent shall have consented in writing to such payment or approve any withdrawal of such demandssettlement offer.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and constituting "dissenting shares" (as defined in Section 1300 of the CGCL) ("Dissenting Shares"), Dissenters' Shares shall not be converted into Merger Consideration as provided in SECTION 3.01(c), but rather the holders of Dissenters' Shares shall be entitled to payment of the fair value of such Dissenters' Shares in accordance with Section 262 of the DGCL; PROVIDED, HOWEVER, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair value under Section 262 of the Merger ConsiderationDGCL, as provided in Section 2.3 hereof, unless and until then the right of such holder fails to perfect or effectively withdraws or otherwise loses his or her right to appraisal be paid the fair value of such holder's Dissenters' Shares shall cease and payment under the CGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his or her right to appraisal, such Dissenting Dissenters' Shares thereupon shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration to which such holder is entitled, without interest thereonas provided in SECTION 3.01(c). The Company shall give provide prompt notice to Parent (i) prompt written notice of any demands received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of any such demands and any other instruments serveddocuments received in connection with any assertion of rights to payment of fair value under Section 262 of the DGCL, pursuant and Parent shall have the right to applicable law received by the Company relating to dissenters' rights participate in and (ii) the opportunity to direct all negotiations and proceedings with respect to dissenters under the CGCLsuch demands. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to Dissenting Sharesto, or settle or offer to settle or settle settle, any such demands demands, or approve agree to do any withdrawal of such demandsthe foregoing.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and constituting "dissenting shares" (as defined in Section 1300 of the California General Corporation Law (the "CGCL") ("Dissenting Shares"), shall not be converted into the right to receive the Merger ConsiderationParent Common Stock, as provided in Section 2.3 1.6(a) hereof, unless and until such holder fails to perfect or effectively withdraws or otherwise loses his or her right to appraisal and payment under the CGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his or her right to appraisal, such Dissenting Shares thereupon shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration Parent Common Stock to which such holder is entitled, without interest thereon. The Company shall give Parent (i) prompt written notice of any demands received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served, pursuant to applicable law received by the Company relating to dissenters' rights and (ii) the opportunity opportunity, after consultation with Company, to direct all negotiations with respect to dissenters under the CGCL. The Company shall not, without the prior written consent of ParentParent (unless such payment is pursuant to a court order in which event Company shall give Parent notice of any such court order or request therefor as soon as practicable), which consent shall not be unreasonably withheld or delayed, voluntarily make any payment with respect to Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement contained herein to the contrary, shares of Company Common Stock outstanding immediately prior any Dissenting Shares shall not be converted into or represent the right to receive the Effective Time and constituting "dissenting shares" (as defined Per-Share Cash Amount provided for in Section 1300 of the CGCL) ("Dissenting Shares"1.8(a), but instead shall not be converted into the right to receive only such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the Merger Consideration, as provided in Section 2.3 hereof, unless and until such holder fails to perfect or effectively withdraws or otherwise loses his or her right to appraisal and payment under applicable provisions of the CGCL. If, after At the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and extinguished. Notwithstanding Section 1.8(a), in the event any such holder fails Dissenting Shareholder shall have failed to perfect or shall have effectively withdraws withdrawn or loses his or her lost such right to appraisalrequire the Company to so purchase the Dissenting Shares, the Dissenting Shares held by such Dissenting Shareholder shall no longer be Dissenting Shares thereupon and shall automatically be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Merger Consideration to which such holder is entitledPer-Share Cash Amount as provided in Section 1.8(a), without any interest thereon. The Company shall give Parent (i) prompt written notice of any demands delivered pursuant to the CGCL, withdrawals of such demands, and any other instruments served pursuant to the CGCL and received by the Company for appraisal of any relating to a shareholder's demand that the Company purchase shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served, pursuant to applicable law received by the Company relating to dissenters' rights and (ii) the opportunity right to direct all negotiations Proceedings with respect to dissenters such demands under the CGCL. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any claim or demand in respect of any Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of such demands.

Dissenters’ Rights. Notwithstanding anything in any provision of this Agreement to the contrary, if required by the GCL, but only to the extent required thereby, Company shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and constituting "dissenting shares" (as defined in Section 1300 that are held by stockholders of the CGCL) Company who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the GCL (the "Dissenting Company Shares"), shall ) will not be converted into the right to receive the Merger Consideration, exchanged as provided in Section 2.3 hereof2.2, and holders of such Dissenting Company Shares will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of such Section 262 unless and until such holder fails the holders fail to perfect or effectively withdraws withdraw or otherwise loses his or her right lose their rights to appraisal and payment under the CGCLGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his or her right to appraisalsuch right, such Dissenting Shares Company shares will thereupon shall be treated as if they had been converted as of into and become exchangeable for, at the Effective Time into Time, the right to receive the Merger Consideration to which such holder is entitledconsideration set forth in Section 2.1 hereof, without any interest thereon. The Company shall give will promptly provide Parent (i) prompt written with notice of any demands received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served, pursuant to applicable law received by the Company relating to dissenters' rights and (ii) the opportunity to direct all negotiations with respect to dissenters under the CGCLshares. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to Dissenting Shares, offer to settle any demands for appraisal or settle any such demands or approve any withdrawal of such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement No Dissenting Stockholder shall be entitled to the contrary, shares of Company Parent Common Stock outstanding immediately prior or cash in lieu of fractional shares thereof or any dividends or other distributions pursuant to this Article IV unless and until the Effective Time holder thereof shall have failed to perfect or shall have effectively withdrawn or lost such holder's right to dissent from the Merger under the MBCL, and constituting "dissenting shares" (as defined in any Dissenting Stockholder shall be entitled to receive only the payment provided by either Section 1300 89 or Section 92 of the CGCL) ("MBCL with respect to Shares owned by such Dissenting Shares"), Stockholder. If any Person who otherwise would be deemed a Dissenting Stockholder shall not be converted into have failed to properly perfect or shall have effectively withdrawn or lost the right to receive the Merger Consideration, as provided in Section 2.3 hereof, unless and until such holder fails dissent with respect to perfect or effectively withdraws or otherwise loses his or her right to appraisal and payment under the CGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his or her right to appraisalShares, such Dissenting Shares shall thereupon shall be treated as if they though such Shares had been converted as into shares of the Effective Time into the right Parent Common Stock pursuant to receive the Merger Consideration to which such holder is entitled, without interest thereonSection 4.1 hereof. The Company shall give Parent (i) prompt written notice of any written demands received by the Company for appraisal of any shares of Company Common Stockappraisal, attempted withdrawals of such demands demands, and any other instruments served, served pursuant to applicable law received by the Company relating to dissentersstockholders' rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to dissenters demand for appraisal under the CGCLMBCL. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time held by a holder who has the right to demand and constituting "dissenting shares" (as defined has properly demanded payment for the fair value of such shares in Section 1300 accordance with Sections 3-202 and 3-203 of the CGCLMGCL (or any successor provision) ("“Dissenting Shares"), ”) shall not be converted into the a right to receive the Merger Consideration, as provided but shall have the rights set forth in Section 2.3 hereof, 3-202 of the MGCL (or any successor provision) unless and until such holder fails to perfect or effectively withdraws or otherwise loses his or her such holder’s right to appraisal and payment under the CGCLsuch payment. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his or her any such right to appraisalpayment of the fair value of such shares, each such Dissenting Shares thereupon share held by such holder shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration to which such holder is entitled, without interest thereonin accordance with Section 1.4. The Company shall give prompt notice to Parent (i) prompt written notice of any demands received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served, relating to appraisal rights delivered pursuant to applicable law the MGCL and received by Company, and Parent shall have the Company relating right to dissenters' rights and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to dissenters under the CGCLsuch demands. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to Dissenting Sharesto, or settle or offer to settle or settle settle, any such demands or approve agree to do or commit to do any withdrawal of such demandsthe foregoing.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and constituting "dissenting shares" (as defined in Section 1300 of the CGCL) ("Dissenting Shares"), shall not be converted into the right to receive the Merger ConsiderationParent Common Stock, as provided in Section 2.3 1.6(a) hereof, unless and until the holder of such holder Dissenting Shares fails to perfect or effectively withdraws or otherwise loses his or her right to appraisal and payment under the CGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his or her right to appraisal, such Dissenting Shares thereupon shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration Parent Common Stock to which such holder is entitled, without interest thereon. The Company shall give Parent (i) prompt written notice of any demands received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served, pursuant to applicable law received by the Company relating to dissenters' rights and (ii) the opportunity to direct all negotiations with respect to dissenters under the CGCL. The Company shall not, without the prior written consent of ParentParent (unless such payment is pursuant to a court order, in which event Company shall give Parent notice of any such court order or request therefor as soon as practicable), which consent shall not be unreasonably withheld or delayed, voluntarily make any payment with respect to Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, Any shares of Company Common Stock outstanding immediately prior (“Dissenting Shares”) as to which the holder has perfected their rights as dissenting shareholders in accordance with the procedures set forth in the TBOC (a “Dissenting Stockholder”) shall be entitled only to such rights as are available to such holder pursuant to the Effective Time and constituting "dissenting shares" (as defined in Section 1300 applicable provisions of the CGCL) ("Dissenting Shares"), TBOC and shall not be converted into the right to receive the Merger Consideration, as provided in Section 2.3 hereof, unless and until such holder fails to perfect or effectively withdraws or otherwise loses his or her right to appraisal and payment under the CGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his or her right to appraisal, such Dissenting Shares thereupon shall be treated as if they had been converted as of the Effective Time into represent the right to receive the Merger Consideration with respect to which such holder is entitled, without interest thereonDissenting Shares unless and until such Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such Dissenting Stockholder’s right to dissent from the Merger under the TBOC. The Company shall give Parent (i) prompt written notice of any written demands received by the Company for appraisal of any shares of Company Common Stockappraisal, attempted withdrawals of such demands demands, and any other instruments served, served pursuant to applicable law Law received by the Company relating to dissenters' stockholders’ rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to dissenters demand for appraisal under the CGCLTBOC. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. Notwithstanding anything in any provision of this Agreement to the contrary, any Dissenters' Shares shall not be converted into or represent a right to receive any of the Merger Consideration, but the holder shall only be entitled to such rights as are granted by the WBCA. If a holder of shares of Company Common Stock outstanding immediately prior who demands appraisal of such shares under the WBCA shall effectively withdraw or otherwise lose (through failure to perfect or otherwise) the right to appraisal, then, as of the Effective Time and constituting "dissenting shares" (as defined in Section 1300 or the occurrence of the CGCL) ("Dissenting Shares")such event, whichever last occurs, each such share of Company Common Stock shall not be converted into and represent only the right to receive the Merger ConsiderationPer Share Closing Payment, as provided in Section 2.3 hereofwithout interest, unless and until such holder fails to perfect or effectively withdraws or otherwise loses his or her right to appraisal and payment under upon the CGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his or her right to appraisal, such Dissenting Shares thereupon shall be treated as if they had been converted as surrender of the Effective Time into certificate or certificates representing such share of Company Common Stock and the right Per Share Escrow Payment pursuant to receive the Merger Consideration to which such holder is entitled, without interest thereonEscrow Agreement. The Company shall give Parent (i) prompt written notice of any written demands received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands demands, and any other instruments served, served pursuant to applicable law the WBCA received by the Company relating to dissentersshareholders' rights and (ii) the opportunity to direct all negotiations with respect to dissenters under the CGCLof appraisal. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to Dissenting Sharesany demands for appraisals of capital stock of the Company, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenters’ Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the TBOC, shares of Company Common Capital Stock that are outstanding immediately prior to the Company Merger Effective Time and constituting "dissenting shares" (as defined in Section 1300 that are held by stockholders of the CGCLCompany who shall have neither voted in favor of the Company Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Capital Stock in accordance with the TBOC and otherwise complied with all of the provisions of the TBOC relevant to the exercise and perfection of dissenters’ rights (“Dissenting Company Shares”) ("Dissenting Shares"), shall not be converted into the into, and such stockholders shall have no right to receive receive, the applicable Aggregate Company Merger Consideration, as provided in Section 2.3 hereof, Consideration unless and until such holder stockholder fails to perfect or effectively withdraws or otherwise loses his his, her or her its right to appraisal and payment under the CGCLTBOC. If, after Shares held by any stockholder of the Effective Time, any such holder Company who fails to perfect or who effectively withdraws or otherwise loses his his, her or her right its dissenters’ rights to appraisalappraisal of such shares of Capital Stock under the TBOC, such Dissenting Shares shall thereupon shall be treated as if they had deemed to have been converted into, and to have become exchangeable for, as of the Company Merger Effective Time into Time, the right to receive the applicable Aggregate Company Merger Consideration to which such holder is entitledConsideration, without any interest thereon. The Company shall give Parent (i) prompt written notice , in accordance with the terms of any demands received by the Company for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served, pursuant to applicable law received by the Company relating to dissenters' rights and (ii) the opportunity to direct all negotiations with respect to dissenters under the CGCL. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of such demandsthis Article III.