Common use of Dissenting Shareholders Clause in Contracts

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, shares of Southwest Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal of such shares of Southwest Common Stock pursuant to, and who complies in all respects with, the provisions of Section 1091 of the OGCA (“Section 1091”) (the “Southwest Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE 2 (the “Southwest Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. At the Effective Time, all Southwest Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091, or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091, then the right of such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 shall cease and such Southwest Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.1(c) of this Agreement, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 and any dividends or distributions (if any) pursuant to Section 3.1(d).

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, Any holder of shares of Southwest Target Common Stock that are issued and outstanding immediately prior to the Effective Time and with respect to which dissenters’ rights, if any, are held available by any Holder reason of the Merger pursuant to Section 262 of the DGCL or Chapter 13 of the California Corporations Code (the “CCC”) who is entitled to demand and properly demands appraisal has not voted in favor of such shares of Southwest Common Stock pursuant to, the Merger or consented thereto in writing and who complies in all respects with, the provisions of with Section 1091 262 of the OGCA (“Section 1091”) DGCL or Chapter 13 of the CCC (the “Southwest Target Dissenting ShareholdersShares”), ) shall not be converted into or be exchangeable for the right entitled to receive any of Series B Preferred Stock pursuant to this ARTICLE II, unless such holder fails to perfect, effectively withdraws or loses its dissenters’ rights under the consideration as specified in ARTICLE 2 (DGCL or the “Southwest Dissenting Shares”), but instead such Holder CCC. Such holder shall be entitled to payment receive only such rights as are granted under Section 262 of the fair value DGCL or Chapter 13 of the CCC, as applicable. If any such Southwest Dissenting Shares in accordance with holder fails to perfect, effectively withdraws or loses such dissenters’ rights under the provisions of Section 1091. At DGCL or the Effective TimeCCC, all Southwest as applicable, such Target Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091, or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091, then the right of such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 shall cease and such Southwest Dissenting Shares shall thereupon be deemed to have been converted at as of the Effective Time into, and shall have become, into the right to receive that number of shares of the Merger Consideration as provided Series B Preferred Stock to which such shares of Target securities are entitled pursuant to this ARTICLE II, in Section 2.1(c) each case without interest. Prior to the Effective Time, the Target shall give Orion prompt notice of this Agreement, any cash in lieu of fractional shares (if any) written demands for appraisal pursuant to Section 2.6 262 of the DGCL or Chapter 13 of the CCC, as applicable, received by the Target, withdrawals of any such written demands and any dividends other documents or distributions (if any) pursuant instruments received by the Target in connection therewith. Orion shall have the right to Section 3.1(d)participate in and direct all negotiations and proceedings with respect to any such demands. Prior to the Effective Time, the Target shall not, except with the prior written consent of Orion, which consent shall not unreasonably be withheld or delayed, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Any payments made with respect to Target Dissenting Shares shall be made solely by the Surviving Corporation, and no funds or other property shall be provided by Target, Orion or Merger Sub for such payment.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, shares of Southwest Seller Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal of such shares of Southwest Seller Common Stock pursuant to, and who complies in all respects with, the provisions of Section 1091 Sections 10.351 through 10.368 of the OGCA TBOC (“Section 109110.351 et seq.”) (the “Southwest Seller Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE 2 this Agreement (the “Southwest Seller Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Southwest Seller Dissenting Shares in accordance with the provisions of Section 109110.351 et seq. At the Effective Time, all Southwest Seller Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Seller Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Southwest Seller Dissenting Shares in accordance with the provisions of Section 109110.351 et seq. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 109110.351 et seq., or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 109110.351 et seq., then the right of such Holder to be paid the fair value of such Holder’s Southwest Seller Dissenting Shares under Section 1091 10.351 et seq. shall cease and such Southwest Seller Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.1(c) of this Agreement, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 and any dividends or distributions (if any) pursuant to Section 3.1(d)Consideration.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, Any holder of shares of Southwest Seller Common Stock that are issued who perfects such holder’s dissenter’s rights, if applicable and outstanding immediately prior to available, in accordance with and as contemplated by Article 13 of the GBCC and has not effectively withdrawn or lost such right as of the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal of such shares of Southwest Common Stock pursuant to, and who complies in all respects with, the provisions of Section 1091 of the OGCA (“Section 1091”) (the “Southwest Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE 2 (the “Southwest Dissenting Shares”), but instead such Holder shall be entitled to receive from the Surviving Company the value of such shares in cash as determined pursuant to such provision of Law (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”); provided, that no such payment shall be made to any such Dissenting Shareholder unless and until such Dissenting Shareholder has complied with the applicable provisions of the GBCC and surrendered to Seller the certificate or certificates representing the shares for which payment is being made. Seller shall give Buyer prompt notice upon receipt by Seller of any such demands for payment of the fair value of such Southwest Dissenting Shares in accordance with the provisions shares of Section 1091. At the Effective Time, all Southwest Dissenting Shares shall no longer be outstanding, shall automatically be canceled Seller Common Stock and retired of withdrawals of such notice and shall cease any other instruments provided pursuant to existapplicable Law, and each Holder of Southwest Dissenting Shares Buyer shall cease to have any rights with respect thereto, except the right to receive the fair value of participate in all negotiations and proceedings with respect to any such Southwest Dissenting Shares in accordance demands. Seller shall not, except with the provisions prior written consent of Section 1091. Notwithstanding the foregoingBuyer, if make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such Holder shall fail demands, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action as may be necessary to perfect dissenter’s rights. In the event that after the Effective Time a Dissenting Shareholder of Seller fails to perfect, or otherwise shall waiveeffectively withdraws or loses, withdraw or lose the such holder’s right to appraisal under Section 1091, or a court of competent jurisdiction shall determine that and payment for such Holder is not entitled to the relief provided by Section 1091, then the right of such Holder to be paid the fair value of such Holderholder’s Southwest Dissenting Shares under Section 1091 shall cease and such Southwest Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have becomeshares, the right to receive Surviving Company shall issue and deliver the Merger Consideration as provided to which such holder of shares of Seller Common Stock is entitled under Section 3.1 (without interest) upon a proper surrender by such holder of the certificate or certificates representing the shares of Seller Common Stock held by such holder subject to the procedures in Section 2.1(c) of this Agreement, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 and any dividends or distributions (if any) pursuant to Section 3.1(d)Article 4.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrarycontrary but only to the extent required by applicable state law, shares of Southwest Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal holders of such shares of Southwest Common Stock pursuant to, and who complies in comply with all respects with, the provisions of Section 1091 applicable law concerning the right of holders of Common Stock to dissent from the OGCA Merger and require appraisal of their shares of Common Stock (“Section 1091”) (the “Southwest "Dissenting Shareholders”), ") shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE 2 (the “Southwest Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. At the Effective Time, all Southwest Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091, or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091, then the right of such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 shall cease and such Southwest Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration but shall become the right to receive such consideration as may be determined to be due such Dissenting Shareholder pursuant to the law of the State of Ohio; provided, however, that (i) if any Dissenting Shareholder shall subsequently deliver a written withdrawal of his or her demand for appraisal (with the written approval of the Surviving Corporation, if such withdrawal is not tendered within 60 days after the Effective Time), or (ii) if any Dissenting Shareholder fails to establish and perfect his or her entitlement to appraisal rights as provided in Section 2.1(cby applicable law, or (iii) if within 120 days of the Effective Time neither any Dissenting Shareholder nor the Surviving Corporation has filed a petition demanding a determination of the value of all shares of the Common Stock that are issued and outstanding at the Effective Time and held by Dissenting Shareholders, then such Dissenting Shareholder or Shareholders, as the case may be, shall forfeit the right to appraisal of such shares and each such share shall thereupon be deemed to have been converted into the right to receive the Merger Consideration, without interest, according to the terms of this Agreement. The Company shall give Purchaser (A) prompt notice of any written demands for appraisal, any cash in lieu withdrawals of fractional shares (if any) pursuant to Section 2.6 demands for appraisal and any dividends other related instruments received by the Company, and (B) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Mail-Well, settle or distributions (if any) pursuant offer to Section 3.1(d)settle any such demand.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement Plan to the contrary, shares of Southwest Mid Am Common Stock that which are issued and outstanding immediately prior to the Effective Time and which are held by any Holder shareholders who is did not vote in favor of the adoption of this Plan, who are entitled to demand and properly demands appraisal the fair cash value of such shares of Southwest Mid Am Common Stock pursuant tounder Section 1701.84 of the OGCL, and who complies in comply with all respects with, of the relevant provisions of such Section 1091 of the OGCA (“Section 1091”) (the “Southwest "Mid Am Dissenting Shareholders”), Shares") shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE 2 (the “Southwest Dissenting Shares”), but instead such Holder shall be entitled to payment of for the fair cash value of such Southwest Dissenting Shares in accordance shares upon strict compliance with the applicable provisions the OGCL (unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their dissenters' rights under the OGCL). If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such dissenters' rights, such holder's shares of Section 1091. At the Effective Time, all Southwest Dissenting Shares Mid Am Common Stock shall no longer thereupon cease to be outstanding, shall automatically be canceled and retired and retired, shall cease to exist, exist and shall otherwise be treated as Old Shares and each Holder holder of Southwest Dissenting a certificate formerly representing such Old Shares shall cease to have any rights with respect thereto, except the right to receive the fair value receive, without interest, upon exchange of such Southwest Dissenting Shares holder's Old Certificate in accordance with Section 4.3, a New Certificate representing the provisions New Shares and any payment to which such holder is entitled pursuant to this Article IV. Mid Am shall give Citizens (i) prompt notice of any written demands for payment for any Mid Am Common Stock under Section 10911701.85 of the OGCL, attempted withdrawals of such demands, and any other instruments served pursuant to the OGCL and received by Mid Am relating to dissenters' rights, and (ii) the opportunity to participate in all negotiations and proceedings with respect to the exercise of dissenters' rights under the OGCL. Notwithstanding Mid Am shall not, except with the foregoingprior written consent of Citizens, if voluntarily make any payment with respect to any demands for payments for Mid Am Common Stock under Section 1701.84 of the OGCL, offer to settle or settle any such Holder shall fail to perfect demands or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091, or a court approve any withdrawal of competent jurisdiction shall determine that any such Holder is not entitled to the relief provided by Section 1091, then the right of such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 shall cease and such Southwest Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.1(c) of this Agreement, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 and any dividends or distributions (if any) pursuant to Section 3.1(d)demands.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, shares of Southwest First Texas Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal of such shares of Southwest First Texas Common Stock pursuant to, and who complies in all respects with, the provisions of Section 1091 Sections 10.351 through 10.368 of the OGCA (“Section 1091”) TBOC (the “Southwest First Texas Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE 2 (the “Southwest First Texas Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Southwest First Texas Dissenting Shares in accordance with the provisions of Section 1091Sections 10.351 through 10.368 of the TBOC. At the Effective Time, all Southwest First Texas Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest First Texas Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Southwest First Texas Dissenting Shares in accordance with the provisions of Section 1091Sections 10.351 through 10.368 of the TBOC. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091Sections 10.351 through 10.368 of the TBOC, or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091Sections 10.351 through 10.368 of the TBOC, then the right of such Holder to be paid the fair value of such Holder’s Southwest First Texas Dissenting Shares under Section 1091 Sections 10.351 through 10.368 of the TBOC shall cease and such Southwest First Texas Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.1(c) of this Agreement, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 2.5 and any dividends or distributions (if any) pursuant to Section 3.1(d).

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, shares of Southwest Target Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by any Holder a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal the fair value of such shares of Southwest Common Stock pursuant to, and who complies in all respects with, the provisions of Section 1091 10A-2-13.21 et seq. of the OGCA (“Section 1091”) ABCL (the “Southwest Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE Article 2 (the “Southwest Dissenting Shares”), but instead such Holder holder shall be entitled to payment of the fair value of such Southwest Dissenting Shares shares in accordance with the provisions of Section 109110A-2-13.21 et seq. At of the ABCL (and at the Effective Time, all Southwest such Dissenting Shares shall no longer be outstanding, outstanding and shall automatically be canceled and retired cancelled and shall cease to exist, and each Holder of Southwest Dissenting Shares such holder shall cease to have any rights with respect thereto, except the right rights provided for pursuant to the provisions of Section 10A-2-13.21 et seq. of the ABCL and this Section 3.3), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to demand or receive the fair value of such Southwest shares of Target Common Stock under the ABCL. If any Dissenting Shares in accordance with the provisions of Section 1091. Notwithstanding the foregoing, if any such Holder Shareholder shall fail have failed to perfect or otherwise shall waivehave effectively withdrawn or lost such right, withdraw or lose such holder’s shares of Target Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to appraisal under Section 1091receive, or a court as of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091, then the right of such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 shall cease and such Southwest Dissenting Shares shall be deemed to have been converted at the Effective Time intoTime, and shall have become, the right to receive a portion of the Merger Consideration as provided consideration exchangeable for each such share of Target Common Stock a specified in Section 2.1(c) of this AgreementArticle 2, without any cash in lieu of fractional shares (if any) pursuant to Section 2.6 and any dividends or distributions (if any) pursuant to Section 3.1(d)interest thereon.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, but only to the extent required by the NJBCA, shares of Southwest the Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal holders of such shares of Southwest Company Common Stock pursuant to, and who complies in comply with all respects with, the provisions of Section 1091 the NJBCA concerning the right of holders of shares of Company Common Stock to dissent from the OGCA Merger and require appraisal of their shares (“Section 1091”) (the “Southwest "Dissenting Shareholders”), ") shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE 2 (the “Southwest Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. At the Effective Time, all Southwest Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091, or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091, then the right of such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 shall cease and such Southwest Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration but shall become the right to receive such consideration as may be determined to be due such Dissenting Shareholder pursuant to the laws of the State of New Jersey; provided, however, that (i) if any Dissenting Shareholder shall subsequently withdraw his or her demand for appraisal or fail to establish or perfect or otherwise lose his or her appraisal rights as provided in Section 2.1(cby applicable law, then such Dissenting Shareholder or Shareholders, as the case may be, shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon be deemed to have been converted into the right to receive, as of the Effective Time, the Merger Consideration, without interest. The Company shall give Parent (A) prompt notice of this Agreementany written demands for appraisal of shares of Company Common Stock, any cash in lieu withdrawals of fractional shares (if any) pursuant to Section 2.6 demands for appraisal and any dividends other related instruments received by the Company, and (B) the opportunity to direct all negotiations and proceedings with respect to any such demands for appraisal. The Company will not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal or distributions (if any) pursuant settle, offer or otherwise negotiate to Section 3.1(d)settle any demand.

Dissenting Shareholders. No shareholder of the Company shall have ----------------------- exercised his or its dissenter's rights under Section 910 of the NYBCL (the "Dissenting Shareholder") or filed a notice of election to dissent in accordance with Section 623 of the NYBCL (The "Dissenting Notice"). In the event any Dissenting Notice is properly delivered to the Company by any Dissenting Shareholder, the Company shall immediately notify and forward such Dissenting Notice to Parent and Acquisition Sub. Within 5 business days after receipt of such Dissenting Notice by Parent and Acquisition Sub, Parent shall notify the Company (the "Response Notice") that Parent and Acquisition Sub shall take either of the following 2 actions: (x) Parent and Acquisition Sub will consummate the Merger notwithstanding the existence of the Dissenting Shares with no further obligation on the part of the Company or (y) Parent and Acquisition Sub will not consummate the Merger unless and until the Shareholder Representative enters into an agreement in form and substance satisfactory to Parent in its sole discretion (the "Dissenting Agreement") pursuant to which the Shareholder Representative, for itself and on behalf of all of the other shareholders of the Company agrees (a) Notwithstanding anything in this Agreement to the contrary, shares of Southwest Common Stock that are issued be responsible for any and outstanding immediately prior to the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal of such shares of Southwest Common Stock pursuant to, and who complies in all respects with, the provisions of Section 1091 of the OGCA (“Section 1091”) (the “Southwest Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE 2 (the “Southwest Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. At the Effective Time, all Southwest Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091, or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091, then the right of such Holder amounts to be paid by the fair value Surviving Corporation and/or Parent) to any Dissenting Shareholder, (2) to indemnify the Surviving Corporation and Parent of such Holder’s Southwest any and all losses, claims, damages, costs and expenses relating to the Dissenting Shares and (iii) that under Section 1091 no circumstances shall cease and such Southwest Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive Parent pay more than the Merger Consideration as provided for 100% of the outstanding shares of Company Common Stock. In the event the Shareholder Representative fails to execute the Dissenting Agreement within five (5) business days after receipt of the Response Notice, the Company hereby agrees to pay to Parent in Section 2.1(c) immediately available funds a breakup fee in an amount equal to $1,000,000 plus all of the documented costs and expenses incurred by Parent and its affiliates in connection with the transactions contemplated by this Agreement, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 and any dividends or distributions (if any) pursuant to Section 3.1(d).

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, shares of Southwest PLFC Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal of such shares of Southwest PLFC Common Stock pursuant to, and who complies in all respects with, the provisions of Section 1091 Subchapter D of the OGCA PBCL (“Section 1091Subchapter D”) (the “Southwest Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE Article 2 (the “Southwest Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. Subchapter D. At the Effective Time, all Southwest Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. Subchapter D. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091Subchapter D, or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091Subchapter D, then the right of such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 Subchapter D shall cease and such Southwest Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.1(c) of this Agreement, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 and any dividends or distributions (if any) pursuant to Section 3.1(d3.2(d).

Dissenting Shareholders. (a) Notwithstanding anything in any provision of this Agreement to the contrary, shares of Southwest Common Stock that are each W2 Share issued and outstanding immediately prior to the Effective Time Closing and which are that is held by any Holder a shareholder of Waste2Energy who is entitled to demand has not voted in favor of this Agreement or consented thereto in writing and properly demands appraisal who shall have otherwise perfected such holder's dissenters' rights in accordance with and as contemplated by Section 262 of the DGCL (each such shares of Southwest Common Stock pursuant toshareholder, a "DISSENTING STOCKHOLDER", and who complies in all respects witheach W2 Share held by such shareholder, the provisions of Section 1091 of the OGCA (“Section 1091”a "DISSENTING SHARE") (the “Southwest Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE 2 (the “Southwest Dissenting Shares”)canceled, extinguished and converted, but instead such Holder shall be entitled to payment receive from the Surviving Company the value of the fair value W2 Shares held by such Dissenting Stockholder as determined pursuant to Section 262 of the DGCL; provided, however, that if such Southwest Dissenting Shares in accordance with the provisions of Section 1091. At the Effective TimeStockholder fails to perfect, all Southwest Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of or effectively withdraws or loses such Southwest Dissenting Shares in accordance with the provisions of Section 1091. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the holder's right to appraisal of and payment for such holder's shares under Section 1091262 of the DGCL, or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091, then the right each W2 Share of such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 Stockholder shall cease and such Southwest Dissenting Shares shall thereupon be deemed to have been converted at into and to have become exchangeable for, as of the Effective Time into, and shall have becomeClosing, the right to receive shares of Maven common stock, and such W2 Share shall no longer be a Dissenting Share. In such event, Waste2Energy shall deliver the Merger Consideration as provided in Section 2.1(cnumber of shares of Maven common stock to which such shareholder is entitled (without interest) upon surrender by such shareholder of this Agreement, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 and any dividends the certificate or distributions (if any) pursuant to Section 3.1(d)certificates representing the W2 Shares held by such shareholder.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, shares of Southwest Xxxxxxx Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal of such shares of Southwest Xxxxxxx Common Stock pursuant to, and who complies in all respects with, the provisions of Section 1091 351.455 of the OGCA GBCL (“Section 1091”) (the “Southwest Dissenting Shareholders351.455”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE 2 (the “Southwest Xxxxxxx Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Southwest Xxxxxxx Dissenting Shares in accordance with the provisions of Section 1091351.455. At the Effective Time, all Southwest Xxxxxxx Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Xxxxxxx Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Southwest Xxxxxxx Dissenting Shares in accordance with the provisions of Section 1091351.455. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091351.455, or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091351.455, then the right of such Holder to be paid the fair value of such Holder’s Southwest Xxxxxxx Dissenting Shares under Section 1091 351.455 shall cease and such Southwest Xxxxxxx Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.1(c) of this Agreement, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 and any dividends or distributions (if any) pursuant to Section 3.1(d)Consideration.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrarycontrary herein, shares any Company Share for which any Company Shareholder (such Company Shareholder, a “Dissenting Company Shareholder”) (i) has not voted in favor of Southwest Common Stock that are issued the Company Merger or consented to it in writing, or has waived its rights of appraisal and outstanding immediately prior to (ii) has demanded the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal of such shares of Southwest Common Stock pursuant toCompany Shares in accordance with, and who complies has complied in all respects with, the provisions of Section 1091 262 of the OGCA DGCL (collectively, the “Section 1091Dissenting Company Shares”) (the “Southwest Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE 2 (the “Southwest Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. At the Effective Time, all Southwest Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value applicable portion of Adjusted Transaction Share Consideration pursuant to Section 2.1(d)(vii). From and after the Company Merger Effective Time, (A) the Dissenting Company Shares shall be cancelled and extinguished and shall cease to exist and (B) the Dissenting Company Shareholders shall be entitled only to such Southwest Dissenting Shares in accordance with rights as may be granted to them under Section 262 of the provisions DGCL and shall not be entitled to exercise any of Section 1091. Notwithstanding the foregoingvoting rights or other rights of a stockholder of the Second Surviving Company or any of its Affiliates (including HoldCo); provided, however, that if any Dissenting Company Shareholder effectively withdraws or loses such Holder shall fail appraisal rights (through failure to perfect such appraisal rights or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091, or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091otherwise), then the right of Company Shares held by such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 Company Shareholder (1) shall cease and such Southwest Dissenting Shares shall no longer be deemed to have be Dissenting Company Shares and (2) shall be treated as if they had been converted automatically at the Company Merger Effective Time into, and shall have become, into the right to receive the Merger applicable portion of the Adjusted Transaction Share Consideration as provided in Section 2.1(c) of this Agreement, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 2.1(d)(vii) upon delivery of 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(e). Each Dissenting Company Shareholder who becomes entitled to payment for his, her or its Dissenting Company Shares pursuant to the DGCL shall receive payment thereof from the Company in accordance with the DGCL. The Company shall give XXXX and XxxxXx prompt notice of any written demands for appraisal of any Company Share, attempted withdrawals of such demands and any dividends other material developments related to any such demands and provide copies of all documents, instruments or distributions other communications received by the Company, any of its Subsidiaries or any of their respective Representatives related thereto and shall otherwise keep ARYA and HoldCo reasonably apprised as to the status and developments related to such matters, and ARYA and HoldCo shall have the opportunity to participate in all negotiations and proceedings with respect to all such demands. The Company shall not, except with the prior written consent (if anynot to be unreasonably withheld, conditioned or delayed) pursuant of ARYA and HoldCo (prior to Section 3.1(dthe Closing) or the ARYA Sponsor (after the Closing), make any payment or deliver any consideration (including HoldCo Shares) with respect to, settle or offer or agree to settle any such demands.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, but only to the extent required by the NJBCA, shares of Southwest the Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal holders of such shares of Southwest Company Common Stock pursuant to, and who complies in comply with all respects with, the provisions of Section 1091 the NJBCA concerning the right of holders of shares of Company Common Stock to dissent from the OGCA Merger and require appraisal of their shares (“Section 1091”) (the “Southwest "Dissenting Shareholders”), ") shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE 2 (the “Southwest Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. At the Effective Time, all Southwest Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091, or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091, then the right of such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 shall cease and such Southwest Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration but shall become the right to receive such consideration as may be determined to be due such Dissenting Shareholder pursuant to the laws of the State of New Jersey; provided, however, that (i) if any Dissenting Shareholder shall subsequently withdraw his or her demand for appraisal or fail to establish or perfect or otherwise lose his or her appraisal rights as provided by applicable law, then such Dissenting Shareholder or Shareholders, as the case may be, shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon be deemed to have been converted into the right to receive, as of the Effective Time, (x) with respect to each share of Class A Company Common Stock held by Dissenting Shareholders, $9.16426528 in Section 2.1(ccash and 0.61222732 shares of Parent Common Stock, without interest, and (y) with respect to each share of this Class B Company Common Stock held by Dissenting Shareholders, $11.81417001 in cash and 0.63595483 shares of Parent Common Stock, without interest (it being understood that nothing herein shall be interpreted to give the Class B Shareholders the right to become Dissenting Shareholders without violating the Class B Voting Agreement). The Company shall give Parent (A) prompt notice of any written demands for appraisal of shares of Company Common Stock, any cash in lieu withdrawals of fractional shares (if any) pursuant to Section 2.6 demands for appraisal and any dividends other related instruments received by the Company, and (B) the opportunity to direct all negotiations and proceedings with respect to any such demands for appraisal. The Company will not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal or distributions (if any) pursuant settle, offer or otherwise negotiate to Section 3.1(d)settle any demand.

Dissenting Shareholders. The Company shall use its reasonable best efforts (awhich shall not require the payment of any additional consideration) Notwithstanding anything in this Agreement to cause the contrary, shares holders of Southwest Common Stock that are one hundred percent (100%) of the issued and outstanding immediately prior Ordinary Shares, Company Debentures and Company Purchase Rights who did not execute this Agreement as a Seller on the date hereof to become signatories hereto and therefore "Sellers" hereunder. In the Effective Time event that on the date that is fourteen (14) days after the Mailing Date the Sellers hold less than one hundred percent (100%) and which are held by any Holder who is entitled to demand and properly demands appraisal of such shares of Southwest Common Stock pursuant to, and who complies in all respects with, the provisions of Section 1091 more than ninety percent (90%) of the OGCA issued and outstanding Ordinary Shares, then upon the request of Purchaser the Company shall forward a notice to each Other Shareholder who did not execute this Agreement as a Seller (“Section 1091”) (the “Southwest a "Dissenting Shareholders”Holder"), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE 2 (the “Southwest informing such Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. At the Effective Time, all Southwest Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Purchaser's intention to require such Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091, or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091, then the right of such Holder to be paid sell its Ordinary Shares to Purchaser, on the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 shall cease same terms and such Southwest Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration conditions as provided contained in Section 2.1(c) of this Agreement, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 and any dividends or distributions 341 of the Companies Law (if any) the "Section 341 Notice"). In the event that within one month of receipt of the Section 341 Notice such Dissenting Holder has not applied to a court pursuant to Section 3.1(d341(b) of the Companies Law (or, if a court, after such application, has found in favor of Purchaser), then Purchaser shall forward to the Sellers' Representative the consideration pursuant to this Agreement for the Dissenting Holder's Ordinary Shares (which consideration shall be subject to the legends described in Section 1.11, the transfer restrictions described in Section 1.12, the provision for Escrow Shares and indemnification described in Sections 1.1, 1.2 and Article VIII, and the other terms and conditions as are contained in this Agreement) and the Company shall immediately register Purchaser in the Company's shareholders register as the holder of those Ordinary Shares held by such Dissenting Holder. It is hereby agreed that in the event a Dissenting Holder files an application with a court pursuant to Section 341(b) of the Companies Law, the Sellers shall severally and not jointly indemnify Purchaser with respect to all costs and expenses incurred as a result of such application and shall do all such things as shall be reasonably necessary in order for Purchaser to successfully defend such application. The Company shall also use its reasonable best efforts (which shall not require the payment of any additional consideration) to cause each Dissenting Holder to deliver to Purchaser a letter containing representations and warranties in form and substance similar to the representations and warranties set forth in Article III hereof which, in the opinion of counsel to Purchaser, would satisfy the requirements of the Securities Act and any regulations promulgated thereunder in connection with the issuance of the Purchaser Shares to each Dissenting Holder.

Dissenting Shareholders. (a) Notwithstanding anything Any issued and outstanding shares of capital stock held by a stockholder of the Company who shall not have voted in this Agreement favor of the Merger nor consented thereto in writing and who shall have properly demanded, in writing, appraisal for such shares in accordance with Section 262 of the DGCL and who objects to the contraryMerger and complies with all of the provisions of the DGCL concerning the right of such person to dissent from the Merger and demand appraisal of such shares (a "Dissenting Stockholder") shall not be converted into the right to receive any portion of the Merger Consideration (as defined below), but shall, from and after the Effective Time, represent only the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL; provided, however, shares of Southwest Common Stock that are issued and stock outstanding immediately prior to the Effective Time and which are held by any Holder a Dissenting Stockholder who is entitled shall, after the Effective Time, effectively withdraw his, her or its demand for appraisal or lose his, her or its right of appraisal, in either case pursuant to demand and properly demands appraisal the DGCL, of such shares, shall, if such shares are shares of Southwest Common Stock pursuant toSeries A Preferred Stock, and who complies in all respects withbe deemed to be converted, the provisions of Section 1091 as of the OGCA (“Section 1091”) (the “Southwest Dissenting Shareholders”)Effective Time, shall not be converted into or be exchangeable for the right to receive any his, her or its pro rata share of the consideration as specified in ARTICLE 2 (the “Southwest Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Southwest Dissenting Shares Class A Consideration in accordance with the provisions this Article 2, without interest, or, if such shares are shares of Section 1091. At Cumulative Preferred Stock, be deemed to be converted, as of the Effective Time, all Southwest Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Dissenting Shares shall cease to have any rights with respect thereto, except into the right to receive his, her or its pro rata share of the fair value of such Southwest Dissenting Shares Cumulative Consideration in accordance with the provisions of Section 1091. Notwithstanding the foregoingthis Article 2, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091without interest, or a court if such shares are shares of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091Common Stock, then the right of such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 shall cease and such Southwest Dissenting Shares shall be deemed to have been converted at be converted, as of the Effective Time intoTime, and shall have become, into the right to receive his, her or its pro rata share of the Merger Common Consideration as provided in Section 2.1(c) accordance with Article 2, without interest. Any party hereto which receives a demand from a Dissenting Stockholder for payment of this Agreementhis, any cash in lieu her or its shares of fractional shares (if any) pursuant Company stock shall give prompt notice of such demand to Section 2.6 each other party hereto. Such notice shall include the identity of the Dissenting Shareholder and any dividends or distributions (if any) pursuant to Section 3.1(d)a summary of such Dissenting Shareholder's demand.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, shares holders of Southwest Company Common Stock Shares that are issued and outstanding immediately prior to have, as of the Effective Time and which are held by any Holder who is entitled Time, complied with all procedures necessary to demand and properly demands appraisal of such shares of Southwest Common Stock pursuant toassert dissenter's rights in accordance with the TBCA, and who complies in all respects withif applicable, (collectively, the provisions of Section 1091 "Dissenting Shareholders") shall have such rights, if any, as they may have pursuant to Articles 5.11, 5.12 and 5.13 of the OGCA (“Section 1091”) (the “Southwest Dissenting Shareholders”), TBCA and such Company Common Shares shall not be converted into or be exchangeable for the right to receive any of the consideration as specified provided in ARTICLE 2 (the “Southwest Dissenting Shares”)Section 3.1, but instead such Holder holders shall be entitled to receive such payment of as may be determined to be due to such holders pursuant to the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. At the Effective TimeTBCA; provided, all Southwest Dissenting Shares shall no longer be outstandinghowever, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. Notwithstanding the foregoing, that if any such Holder holder shall fail have failed to perfect or otherwise shall waive, withdraw or lose the have effectively withdrawn his right to appraisal and payment under Section 1091the TBCA, or a court if pursuant to Article 5.13.B of competent jurisdiction the TBCA, the Company shall determine that have terminated such Holder is not entitled holder's rights under Article 5.12 of the TBCA, such holder shall be conclusively presumed to have approved and ratified the relief provided by Section 1091, then the right of such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 shall cease Merger and such Southwest Dissenting holder's Company Common Shares shall thereupon be deemed to have been converted at and to have become exchangeable, as of the Effective Time intoTime, and shall have become, into the right to receive receive, the Merger Consideration Consideration, without interest thereon, upon surrender of the Certificate or Certificates (as defined in Section 3.3) in the manner provided in Section 2.1(c3.3. The Company shall give LLC prompt notice of any demand for dissenter's rights received by the Company (and shall also give LLC prompt notice of any withdrawals of such demands for dissenter's rights) and LLC shall have the opportunity and right to participate in and direct all negotiations with respect to such demands. The Company shall not, except with the prior written consent of this AgreementLLC (which consent shall not be unreasonably withheld, conditioned or delayed), settle or otherwise negotiate or offer to settle any cash in lieu of fractional shares (if any) pursuant to Section 2.6 and any dividends or distributions (if any) pursuant to Section 3.1(d)such demand for dissenter's rights.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, shares Shares of Southwest Company Common Stock that are issued and outstanding immediately held by Company Shareholders who have, prior to the Effective Time and which are held by any Holder who is entitled to taking of the vote of the Company Shareholders on the Merger, filed with the Company written demand and properly demands for the appraisal of such their shares of Southwest Company Common Stock pursuant to, and who complies in all respects with, accordance with the applicable provisions of Section 1091 of the OGCA (“Section 1091”) CGCL, (the “Southwest "Dissenting Shareholders”), ") shall not be ----------------------- deemed to be converted into Parent Common Stock at the Conversion Ratio (such nonconverting shares, the "Dissenting Shares") unless, and until such time as, ----------------- such shareholders shall have withdrawn, failed to perfect, or shall have effectively lost, their right to appraisal of or payment for their shares of Company Common Stock under the CGCL, at which time such shares shall be exchangeable for converted into the right to receive any of the consideration as specified in ARTICLE 2 (the “Southwest Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. At the Effective Time, all Southwest Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091, or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091, then the right of such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 shall cease and such Southwest Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration Parent Common Stock as provided in Section 2.1(c) 3.2. The Company shall give Parent prompt notice of any demand received by the Company for payment for shares of Company Common Stock from Dissenting Shareholders, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demand. The Company agrees that it will not, except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demand for payment. Each Dissenting Shareholder who becomes entitled, pursuant to the provisions of the CGCL, to the payment of the value of his, her or its Dissenting Shares shall receive payment therefor from Parent or Subsidiary (but only after the value thereof shall have been agreed upon or finally determined pursuant to the terms of this AgreementAgreement and as provided in the CGCL). In the event that any Dissenting Shareholder shall have withdrawn, any cash in lieu failed to perfect, or shall have effectively lost, his right to appraisal of fractional and payment for his, her or its Dissenting Shares, Parent shall issue and deliver, upon surrender by such Dissenting Shareholder of his, her or its certificate or certificates representing shares (if any) of Company Common Stock, the shares of Parent Common Stock of which such Dissenting Shareholder may then be entitled under and pursuant to Section 2.6 and any dividends or distributions (if any) this Agreement minus the Escrow Securities attributable to such Dissenting Shareholder, which shall be held by the Escrow Agent pursuant to Section 3.1(d)the Escrow Agreement.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, shares but only in the circumstances and to the extent provided by the laws of Southwest Common Stock that the State of Florida, Merged Co Shares which are issued and outstanding immediately prior to the Effective Time and which are held by shareholders (other than Merged Co or any Holder subsidiary of Merged Co) who is were entitled to demand and properly demands appraisal of did not vote such shares in favor of Southwest Common Stock pursuant tothe Merger and who shall have properly and timely delivered to Merged Co a written demand for payment of the fair value of Merged Co Shares in the manner provided in, and who complies in complied with all respects with, of the relevant provisions of Section 1091 the laws of the OGCA State of Florida (“Section 1091”"Dissenting Shares") (the “Southwest Dissenting Shareholders”), shall not be converted into the right to receive, or be exchangeable for for, the right to receive any of Per Share Merger Consideration but, instead, the consideration as specified in ARTICLE 2 (the “Southwest Dissenting Shares”), but instead such Holder holders thereof shall be entitled to such rights as are granted by the laws of the State of Florida; provided, however, that (i) if any holder of Dissenting Shares shall subsequently deliver a written withdrawal of his demand for payment of the fair value of such Southwest Dissenting Merged Co Shares in accordance with and the provisions Board of Section 1091. At the Effective Time, all Southwest Dissenting Shares Directors shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Dissenting Shares shall cease to have any rights with respect consent thereto, except the right to receive the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. Notwithstanding the foregoing, or (ii) if any such Holder shall fail holder fails to establish and perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091, or a court of competent jurisdiction shall determine that such Holder is not entitled his entitlement to the relief provided by Section 1091, then in the laws of the State of Florida or if the right of such Holder holder to be paid receive relief otherwise terminates pursuant to the fair value laws of the State of Florida, such Holder’s Southwest Dissenting Shares under Section 1091 shall cease and such Southwest Dissenting Merged Co Shares shall thereupon be deemed to have been converted at the Effective Time into, and shall have become, into the right to receive receive, and to have become exchangeable for, as of the Effective Time, the Per Share Merger Consideration as provided in Section 2.1(cConsideration. Merged Co shall give the Company (i) prompt notice of this Agreementany written objections, demands for payment, withdrawals of demands for payment and any cash in lieu of fractional shares (if any) other instrument served pursuant to Section 2.6 the laws of the State of Florida received by Merged Co and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for payment under the laws of the State of Florida. Prior to the Effective Time, Merged Co will not voluntarily make any dividends Payment with respect to any demands for payment and will not, except with the prior written consent of the Company, settle or distributions (if any) pursuant offer to Section 3.1(d)settle any such demands.

Dissenting Shareholders. (a) Notwithstanding anything to the contrary in this Agreement Agreement, but only to the contraryextent required by the WBCL, any holder of shares of Southwest Seller Common Stock that are issued who perfects such holder’s dissenter’s rights, if applicable and outstanding immediately prior to available, in accordance with and as contemplated by Subchapter 13 of the WBCL and has not effectively withdrawn or lost such right as of the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal of such shares of Southwest Common Stock pursuant to, and who complies in all respects with, the provisions of Section 1091 of the OGCA (“Section 1091”) (the “Southwest Dissenting Shareholders”), shall not be converted into or be exchangeable for receive the right to receive any of the consideration Per Share Merger Consideration as specified set forth in ARTICLE 2 (the “Southwest Dissenting Shares”)Sections 3.1 and 3.2, but instead such Holder shall be entitled to receive from the Surviving Company only the value of such shares in cash as determined pursuant to such provision of the WBCL (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”); provided, that no such payment shall be made to any such Dissenting Shareholder unless and until such Dissenting Shareholder has complied with the applicable provisions of the WBCL and surrendered to Seller the certificate or certificates representing the shares for which payment is being made. Seller shall give Buyer prompt notice upon receipt by Seller of any such demands for payment of the fair value of such Southwest Dissenting Shares in accordance with shares of Seller Common Stock and of withdrawals of such notice and any related instruments provided pursuant to the provisions of Section 1091. At the Effective Time, all Southwest Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to existWBCL, and each Holder of Southwest Dissenting Shares Buyer shall cease to have any rights with respect thereto, except the right to receive the fair value of participate in all negotiations and proceedings with respect to any such Southwest Dissenting Shares in accordance demands. Seller shall not, except with the provisions prior written consent of Section 1091. Notwithstanding the foregoingBuyer, if make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such Holder shall fail demands, or knowingly waive any failure to timely deliver a written demand for appraisal or the taking of any other action as may be necessary to perfect or otherwise shall waive, withdraw or lose dissenter’s rights. In the right to appraisal under Section 1091, or a court of competent jurisdiction shall determine event that such Holder is not entitled to the relief provided by Section 1091, then the right of such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 shall cease and such Southwest Dissenting Shares shall be deemed to have been converted at after the Effective Time intoa Dissenting Shareholder fails to perfect, and shall have becomeor effectively withdraws or loses, such holder’s dissenters’ rights, the right to receive Surviving Company shall issue and deliver the Per Share Merger Consideration as provided to which such holder of shares of Seller Common Stock is entitled under Sections 3.1 and 3.2 (without interest) upon a proper surrender by such holder of the certificate or certificates representing the shares of Seller Common Stock held by such holder subject to the procedures in Section 2.1(c) of this Agreement, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 and any dividends or distributions (if any) pursuant to Section 3.1(d)Article 4.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, shares of Southwest Reliance Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal of such shares of Southwest Reliance Common Stock pursuant to, and who complies in all respects with, the provisions of Section 1091 351.455 of the OGCA GBCL (“Section 1091351.455”) (the “Southwest Reliance Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE 2 (the “Southwest Reliance Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Southwest Reliance Dissenting Shares in accordance with the provisions of Section 1091351.455. At the Effective Time, all Southwest Reliance Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Reliance Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Southwest Reliance Dissenting Shares in accordance with the provisions of Section 1091351.455. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091351.455, or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091351.455, then the right of such Holder to be paid the fair value of such Holder’s Southwest Reliance Dissenting Shares under Section 1091 351.455 shall cease and such Southwest Reliance Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.1(c) of this Agreement, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 and any dividends or distributions (if any) pursuant to Section 3.1(d).

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement To the extent that Section 8.7 of the Declaration is declared by a court of competent jurisdiction to be applicable to the contraryMerger, shares of Southwest Common Stock that are any issued and outstanding immediately prior to the Effective Time and which are Trust Class B Common Shares held by a person, other than any Holder member of the Management Circle (as defined in the Shareholder Rights Agreement dated August 1, 1989, between the Company, The Standard Fire Insurance Company and the other shareholders bound thereby, as amended (the "Shareholder Rights Agreement")) or any employee of the Trust or any subsidiary of the Trust ("Employee Shareholders"), who is entitled shall not have voted to demand adopt this Agreement or consented thereto in writing and who shall have properly demands demanded appraisal of (a "Dissenting Shareholder") for such shares of Southwest Common Stock pursuant to, and who complies in all respects with, the provisions of accordance with Section 1091 8.7 of the OGCA Declaration (“Section 1091”"Dissenting Shares") (which Section provides that appraisal rights shall only apply if holders other than members of the “Southwest Dissenting Shareholders”), Management Circle and Employee Shareholders holding at least 2/3 of the total outstanding Trust Class B Common Shares held by such holders have requested such rights) shall not be converted into as described in Section 2.01(b) and (c), unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. If, after the Effective Time, such Dissenting Shareholder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Shareholder's Trust Class B Common Shares shall no longer be exchangeable considered Dissenting Shares for the right purposes of this Agreement and shall thereupon be deemed to receive any of have been converted into and to have become exchangeable for, at the consideration as specified in ARTICLE 2 (Effective Time, the “Southwest Dissenting Shares”), but instead such Holder shall be entitled to payment of Class B Merger Consideration. In determining the fair value of such Southwest the Dissenting Shares and in accordance with otherwise implementing Section 8.7 of the provisions Declaration, Section 262 of Section 1091the Delaware General Corporation Law ("DGCL") shall apply. At (e) Cancellation of Trust Class A Common Shares and Trust Class B Common Shares. As of the Effective Time, all Southwest Dissenting Trust Class A Common Shares and Trust Class B Common Shares shall no longer be outstanding, outstanding and shall automatically be canceled and retired and shall cease to exist, and each Holder holder of Southwest Dissenting a certificate that immediately prior to the Effective Time represented any such Trust Class A Common Shares or Trust Class B Common Shares (a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the fair value applicable Merger Consideration, or, in the case of such Southwest Dissenting Shares in accordance with the provisions of Section 1091. Notwithstanding the foregoingShareholders, if any such Holder shall fail to perfect or otherwise shall waiveany, withdraw or lose the right to appraisal rights, if any, accorded under Section 1091, or a court 8.7 of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091, then the right of such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 shall cease and such Southwest Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.1(c) of this Agreement, any cash in lieu of fractional shares Declaration. (if any) pursuant to Section 2.6 and any dividends or distributions (if any) pursuant to Section 3.1(df).

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, shares of Southwest Target Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal of such shares of Southwest Target Common Stock pursuant to, and who complies in all respects with, the provisions of Section 1091 Sections 00-00-000 through 00-00-000 of the OGCA (“Section 1091”) TBCA (the “Southwest Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE 2 (the “Southwest Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091Sections 00-00-000 through 00-00-000 of the TBCA. At the Effective Time, all Southwest Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091Sections 00-00-000 through 00-00-000 of the TBCA. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091Sections 00-00-000 through 00-00-000 of the TBCA, or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091Sections 00-00-000 through 00-00-000 of the TBCA, then the right of such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 Sections 00-00-000 through 00-00-000 of the TBCA shall cease and such Southwest Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.1(c) of this Agreement, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 2.5 and any dividends or distributions (if any) pursuant to Section 3.1(d).

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, shares of Southwest Common CFB Stock that are issued and outstanding immediately prior to the Effective Time and which are held by any Holder holder who is entitled to demand and properly demands appraisal of such shares of Southwest Common CFB Stock pursuant to, and who complies in all respects with, the provisions of Section 1091 Subchapter XI of the OGCA DC Code (“Section 1091Subchapter XI”) (the “Southwest Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE 2 Merger Consideration (the “Southwest Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091Subchapter XI. At the Effective Time, all Southwest Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Dissenting Shares Shareholder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Southwest Dissenting Shares in accordance with the provisions of Section 1091Subchapter XI. Notwithstanding the foregoing, if any such Holder Dissenting Shareholder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091Subchapter XI, or a court of competent jurisdiction shall determine that such Holder holder is not entitled to the relief provided by Section 1091Subchapter XI, then such shares of CFB Stock shall cease to constitute Dissenting Shares and the right of such Holder holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 Subchapter XI shall be forfeited and cease and and, if such Southwest forfeiture shall occur following the Effective Time, each such formerly Dissenting Shares shall thereafter be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.1(c1.5(b) of this Agreementand Section 1.6, as applicable, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 share payment and any dividends or distributions (if any) pursuant to Section 3.1(d1.5(b).

Dissenting Shareholders. (a) Notwithstanding anything in any provision of this Agreement to the contrary, shares each share of Southwest Common Stock IX Energy common stock that are is issued and outstanding immediately prior to the Effective Time Closing and which are that is held by any Holder a shareholder of IX Energy who is entitled to demand has not voted in favor of this Agreement or consented thereto in writing and properly demands appraisal who shall have otherwise perfected such holder’s dissenters’ rights in accordance with and as contemplated by Section 262 of the DGCL (each such shares of Southwest Common Stock pursuant toshareholder, a “Dissenting Stockholder”, and who complies in all respects witheach share of IX Energy common stock held by such shareholder, the provisions of Section 1091 of the OGCA (a “Section 1091Dissenting Share”) (the “Southwest Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in ARTICLE 2 (the “Southwest Dissenting Shares”)canceled, extinguished and converted, but instead such Holder shall be entitled to payment receive from the Surviving Corporation the value of the fair value shares of IX Energy common stock held by such Southwest Dissenting Shares in accordance with Stockholder as determined pursuant to Section 262 of the provisions of Section 1091. At the Effective TimeDGCL; provided, all Southwest however, that if such Dissenting Shares shall no longer be outstandingStockholder fails to perfect, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of or effectively withdraws or loses such Southwest Dissenting Shares in accordance with the provisions of Section 1091. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the holder’s right to appraisal of and payment for such holder’s shares under Section 1091262 of the DGCL, or a court each share of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091, then the right IX Energy common stock of such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 Stockholder shall cease and such Southwest Dissenting Shares shall thereupon be deemed to have been converted at into and to have become exchangeable for, as of the Effective Time into, and shall have becomeClosing, the right to receive shares of YOO common stock, and such share of IX Energy common stock shall no longer be a Dissenting Share. In such event, IX Energy shall deliver the Merger Consideration as provided in Section 2.1(cnumber of shares of YOO common Stock to which such shareholder is entitled (without interest) upon surrender by such shareholder of this Agreement, any cash in lieu the certificate or certificates representing the shares of fractional shares (if any) pursuant to Section 2.6 and any dividends or distributions (if any) pursuant to Section 3.1(d)IX Energy common stock held by such shareholder.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, shares of Southwest LLL Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by any Holder a shareholder who is entitled to demand and properly demands appraisal has not voted in favor of such shares of Southwest Common Stock pursuant to, the Merger or consented thereto in writing and who complies has properly demanded dissenter's rights in all respects with, the provisions of Section 1091 of the OGCA accordance with Revised Code Washington (“Section 1091”"RCW") 23B.13.010 et seq. (the “Southwest "Dissenting Shareholders”Shares"), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified provided in ARTICLE 2 (the “Southwest Dissenting Shares”Section 2.4(c), unless and until such holder fails to perfect or withdraws or otherwise loses his right to appraisal and payment under the Washington BCA, but instead shall from and after the Effective Time represent only the right to receive such Holder consideration as may be determined to be due in accordance with RCW 23B.13.010 et seq. If, after the appraisal, any such holder fails to perfect or withdraws or loses his right to appraisal, then such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the consideration, if any, to which such holder is entitled. LLL shall give SoftNet prompt notice of any demands received by LLL for appraisal of shares and, prior to the Effective Time, SoftNet shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, LLL shall not, except with the prior written consent of SoftNet, make any payments with respect to or settle or offer to settle, any such demands. Each holder of Dissenting Shares who becomes entitled to payment of the fair value of for such Southwest Dissenting Shares in accordance with the provisions of Section 1091RCW 23B.13.010 et seq. At the Effective Time, all Southwest Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Southwest Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Southwest Dissenting Shares payment therefor in accordance with the provisions of Section 1091. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 1091, or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 1091, then the right of such Holder to be paid the fair value of such Holder’s Southwest Dissenting Shares under Section 1091 shall cease and such Southwest Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration as provided in Section 2.1(c) of this Agreement, any cash in lieu of fractional shares (if any) pursuant to Section 2.6 and any dividends or distributions (if any) pursuant to Section 3.1(d)RCW 23B.13.010 et seq.