Common use of Dissenting Shareholders Clause in Contracts

Dissenting Shareholders. 5.1 Pursuant to the Interim Order, each registered holder of Company Shares shall have the right to dissent with respect to the Arrangement under the provisions of the CBCA, the Interim Order and the Final Order. A Dissenting Shareholder shall, at the Effective Time, cease to have any rights as a holder of Company Shares and shall only be entitled to be paid by Newmarket the fair value of the holder’s Company Shares. A Dissenting Shareholder who is paid the fair value of the holder’s Company Shares shall be deemed to have transferred the holder’s Company Shares to Newmarket at the Effective Time, notwithstanding the provisions of the CBCA. A Dissenting Shareholder who, for any reason is not entitled to be paid the fair value of the holder’s Company Shares, shall be treated as if the holder had participated in the Arrangement on the same basis as a non-dissenting holder of Company Shares, notwithstanding the provisions of the CBCA. The fair value of the Company Shares shall be determined as of the close of business on the last business day before the day on which the Arrangement is approved by the Company Shareholders at the Company Meeting; but in no event shall Company be required to recognize such Dissenting Shareholder as shareholders of Company after the Effective Time and the names of such holders shall be removed from the applicable Company register of shareholders as at the Effective Time. For greater certainty, in addition to any other restrictions in the CBCA, no person who has voted in favour of the Arrangement shall be entitled to dissent with respect to the Arrangement.

Dissenting Shareholders. 5.1 Pursuant Notwithstanding anything in this Agreement to the Interim Ordercontrary but only to the extent required by applicable state law, each registered holder shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by holders of Common Stock who comply with all the provisions of applicable law concerning the right of holders of Common Stock to dissent from the Merger and require appraisal of their shares of Common Stock ("Dissenting Shareholders") shall have not be converted into the right to dissent with respect 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 Arrangement under the provisions law of the CBCAState of Missouri; provided, the Interim Order and the Final Order. A however, that (i) if any Dissenting Shareholder shallshall 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 by 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 TimeTime and held by Dissenting Shareholders, cease to have any rights as a holder of Company Shares and shall only be entitled to be paid by Newmarket the fair value of the holder’s Company Shares. A then such Dissenting Shareholder who is paid or Shareholders, as the fair value case may be, shall forfeit the right to appraisal of the holder’s Company Shares such shares and each such share shall thereupon be deemed to have transferred been converted into the holder’s Company Shares right to Newmarket at receive the Effective TimeMerger Consideration, notwithstanding without interest, according to the provisions terms of the CBCA. A Dissenting Shareholder who, for any reason is not entitled to be paid the fair value of the holder’s Company Shares, shall be treated as if the holder had participated in the Arrangement on the same basis as a non-dissenting holder of Company Shares, notwithstanding the provisions of the CBCAthis Agreement. The fair value Company shall give Purchaser (A) prompt notice of the Company Shares shall be determined as any written demands for appraisal, withdrawals of the close of business on the last business day before the day on which the Arrangement is approved demands for appraisal and any other related instruments received by the Company Shareholders at Company, and (B) the Company Meeting; but in no event shall Company be required opportunity to recognize such Dissenting Shareholder as shareholders of Company after the Effective Time direct all negotiations and the names of such holders shall be removed from the applicable Company register of shareholders as at the Effective Time. For greater certainty, in addition to any other restrictions in the CBCA, no person who has voted in favour of the Arrangement shall be entitled to dissent 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 Arrangementprior written consent of Mail-Well, settle or offer to settle any such demand.

Dissenting Shareholders. 5.1 Pursuant Notwithstanding anything in this Agreement to the Interim Ordercontrary but only to the extent required by applicable state law, each registered holder shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by holders of Common Stock who comply with all the provisions of applicable law concerning the right of holders of Common Stock to dissent from the Merger and require appraisal of their shares of Common Stock ("Dissenting Shareholders") shall have not be converted into the right to dissent with respect 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 Arrangement under the provisions law of the CBCAState of Missouri; provided, the Interim Order and the Final Order. A however, that (i) if any Dissenting Shareholder shallshall 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 by 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 TimeTime and held by Dissenting Shareholders, cease to have any rights as a holder of Company Shares and shall only be entitled to be paid by Newmarket the fair value of the holder’s Company Shares. A then such Dissenting Shareholder who is paid or Shareholders, as the fair value case may be, shall forfeit the right to appraisal of the holder’s Company Shares such shares and each such share shall thereupon be deemed to have transferred been converted into the holder’s Company Shares right to Newmarket at receive the Effective TimeMerger Consideration, notwithstanding without interest, according to the provisions terms of the CBCA. A Dissenting Shareholder who, for any reason is not entitled to be paid the fair value of the holder’s Company Shares, shall be treated as if the holder had participated in the Arrangement on the same basis as a non-dissenting holder of Company Shares, notwithstanding the provisions of the CBCAthis Agreement. The fair value Company shall give Purchaser (A) prompt notice of the Company Shares shall be determined as any written demands for appraisal, withdrawals of the close of business on the last business day before the day on which the Arrangement is approved demands for appraisal and any other related instruments received by the Company Shareholders at Company, and (B) the Company Meeting; but in no event shall Company be required opportunity to recognize such Dissenting Shareholder as shareholders of Company after the Effective Time direct all negotiations and the names of such holders shall be removed from the applicable Company register of shareholders as at the Effective Time. For greater certainty, in addition to any other restrictions in the CBCA, no person who has voted in favour of the Arrangement shall be entitled to dissent 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 Arrangementprior written consent of Purchaser, settle or offer to settle any such demand.

Dissenting Shareholders. 5.1 Pursuant Notwithstanding anything in this Agreement to the Interim Ordercontrary but only to the extent required by applicable state law, each registered holder shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by holders of Common Stock who comply with all the provisions of applicable law concerning the right of holders of Common Stock to dissent from the Merger and require appraisal of their shares of Common Stock ("Dissenting Shareholders") shall have not be converted into the right to dissent with respect 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 Arrangement under the provisions law of the CBCAState of Maryland; provided, the Interim Order and the Final Order. A however, that (i) if any Dissenting Shareholder shallshall 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 by 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 TimeTime and held by Dissenting Shareholders, cease to have any rights as a holder of Company Shares and shall only be entitled to be paid by Newmarket the fair value of the holder’s Company Shares. A then such Dissenting Shareholder who is paid or Shareholders, as the fair value case may be, shall forfeit the right to appraisal of the holder’s Company Shares such shares and each such share shall thereupon be deemed to have transferred been converted into the holder’s Company Shares right to Newmarket at receive the Effective TimeMerger Consideration, notwithstanding without interest, according to the provisions terms of the CBCA. A Dissenting Shareholder who, for any reason is not entitled to be paid the fair value of the holder’s Company Shares, shall be treated as if the holder had participated in the Arrangement on the same basis as a non-dissenting holder of Company Shares, notwithstanding the provisions of the CBCAthis Agreement. The fair value Company shall give Purchaser (A) prompt notice of the Company Shares shall be determined as any written demands for appraisal, withdrawals of the close of business on the last business day before the day on which the Arrangement is approved demands for appraisal and any other related instruments received by the Company Shareholders at Company, and (B) the Company Meeting; but in no event shall Company be required opportunity to recognize such Dissenting Shareholder as shareholders of Company after the Effective Time direct all negotiations and the names of such holders shall be removed from the applicable Company register of shareholders as at the Effective Time. For greater certainty, in addition to any other restrictions in the CBCA, no person who has voted in favour of the Arrangement shall be entitled to dissent 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 Arrangementprior written consent of Mail-Well, settle or offer to settle any such demand.

Dissenting Shareholders. 5.1 Pursuant Notwithstanding anything in this Agreement to the Interim Ordercontrary but only to the extent required by applicable state law, each registered holder shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by holders of Common Stock who comply with all the provisions of applicable law concerning the right of holders of Common Stock to dissent from the Merger and require appraisal of their shares of Common Stock ("Dissenting Shareholders") shall have not be converted into the right to dissent with respect 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 Arrangement under the provisions law of the CBCAState of Massachusetts; provided, the Interim Order and the Final Order. A however, that (i) if any Dissenting Shareholder shallshall 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 by 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 TimeTime and held by Dissenting Shareholders, cease to have any rights as a holder of Company Shares and shall only be entitled to be paid by Newmarket the fair value of the holder’s Company Shares. A then such Dissenting Shareholder who is paid or Shareholders, as the fair value case may be, shall forfeit the right to appraisal of the holder’s Company Shares such shares and each such share shall thereupon be deemed to have transferred been converted into the holder’s Company Shares right to Newmarket at receive the Effective TimeMerger Consideration, notwithstanding without interest, according to the provisions terms of the CBCA. A Dissenting Shareholder who, for any reason is not entitled to be paid the fair value of the holder’s Company Shares, shall be treated as if the holder had participated in the Arrangement on the same basis as a non-dissenting holder of Company Shares, notwithstanding the provisions of the CBCAthis Agreement. The fair value Company shall give Purchaser (A) prompt notice of the Company Shares shall be determined as any written demands for appraisal, withdrawals of the close of business on the last business day before the day on which the Arrangement is approved demands for appraisal and any other related instruments received by the Company Shareholders at Company, and (B) the Company Meeting; but in no event shall Company be required opportunity to recognize such Dissenting Shareholder as shareholders of Company after the Effective Time direct all negotiations and the names of such holders shall be removed from the applicable Company register of shareholders as at the Effective Time. For greater certainty, in addition to any other restrictions in the CBCA, no person who has voted in favour of the Arrangement shall be entitled to dissent 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 Arrangementprior written consent of Mail-Well, settle or offer to settle any such demand.

Dissenting Shareholders. 5.1 Pursuant (a) Notwithstanding anything in this Agreement to the Interim Ordercontrary, each registered holder no Person who has prior to the Effective Time perfected a demand for appraisal rights pursuant to Section 17-6712 of Company the KGCC (a “Dissenting Shareholder”) with respect to any shares of KBC Stock held by such Dissenting Shareholder (“Dissenting Shares”) shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Dissenting Shareholder shall have effectively withdrawn (in accordance with Section 17-6712 of the KGCC) or lost such Person’s right to appraisal under the KGCC with respect to such Dissenting Shares. Unless and until a Dissenting Shareholder shall have effectively so withdrawn or lost such Dissenting Shareholder’s right to appraisal under the KGCC with respect to Dissenting Shares, such Dissenting Shareholder shall be entitled to receive only payment of the fair value of such Dissenting Shares as required by Section 17-6712 of the KGCC (including any interest thereon and related costs, if any, required to be paid in accordance with Section 17-6712 of the KGCC). KBC shall give EQBK (A) prompt written notice of any written demands for payment of fair value, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by KBC prior to the Effective Time pursuant to Section 17-6712 of the KGCC relating to KBC shareholders’ appraisal rights and (B) the opportunity to participate in and control all negotiations and Proceedings with respect to demands for payment of fair value by KBC shareholders under Section 17-6712 of the KGCC. KBC shall not, except with the prior written consent of EQBK (which shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to any such dissent or demands for payment of fair value, offer to settle or settle any such demands. Any payment required to be made with respect to the Arrangement under the provisions of the CBCA, the Interim Order Dissenting Shares shall be made by EQBK. From and the Final Order. A Dissenting Shareholder shall, at after the Effective Time, cease to have any rights as a holder of Company Dissenting Shares and shall only not be entitled to vote for any purpose or be paid entitled to the payment of dividends or other distributions (except dividends or other distributions payable by Newmarket the fair value KBC to shareholders of the holder’s Company Shares. A Dissenting Shareholder who is paid the fair value of the holder’s Company Shares shall be deemed record prior to have transferred the holder’s Company Shares to Newmarket at the Effective Time, notwithstanding the provisions of the CBCA. A Dissenting Shareholder who, for any reason is not entitled to be paid the fair value of the holder’s Company Shares, shall be treated as if the holder had participated in the Arrangement on the same basis as a non-dissenting holder of Company Shares, notwithstanding the provisions of the CBCA. The fair value of the Company Shares shall be determined as of the close of business on the last business day before the day on which the Arrangement is approved by the Company Shareholders at the Company Meeting; but in no event shall Company be required to recognize such Dissenting Shareholder as shareholders of Company after the Effective Time and the names of such holders shall be removed from the applicable Company register of shareholders as at the Effective Time. For greater certainty, in addition to any other restrictions in the CBCA, no person who has voted in favour of the Arrangement shall be entitled to dissent with respect to the Arrangement).

Dissenting Shareholders. 5.1 Pursuant (a) Notwithstanding anything in this Agreement to the Interim Ordercontrary, each registered holder no Person who has prior to the Effective Time perfected a demand for appraisal rights pursuant to Section 1091 of Company the OGCA (a “Dissenting Shareholder”) with respect to any shares of Cache Stock held by such Dissenting Shareholder (“Dissenting Shares”) shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Dissenting Shareholder shall have effectively withdrawn (in accordance with the applicable provisions of the OGCA) or lost such Person’s right to appraisal under the OGCA with respect to such Dissenting Shares. Unless and until a Dissenting Shareholder shall have effectively so withdrawn or lost such Dissenting Shareholder’s right to appraisal under the OGCA with respect to Dissenting Shares, such Dissenting Shareholder shall be entitled to receive only payment of the fair value of such Dissenting Shares as required by Section 1091 of the OGCA (including any interest thereon and related costs, if any, required to be paid in accordance with Section 1091 of the OGCA). Cache shall give EQBK (i) prompt written notice of any written demands for payment of fair value, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Cache prior to the Effective Time in accordance with the provisions of Section 1091 of the OGCA relating to Cache shareholders’ appraisal rights and (ii) the opportunity to participate in and control all negotiations and proceedings with respect to demands for payment of fair value by Cache shareholders under Section 1091 of the OGCA. Cache shall not, except with the prior written consent of EQBK (which shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to any such dissent or demands for payment of fair value, offer to settle or settle any such demands. Any payment required to be made with respect to the Arrangement under the provisions of the CBCA, the Interim Order Dissenting Shares shall be made by EQBK. From and the Final Order. A Dissenting Shareholder shall, at after the Effective Time, cease to have any rights as a holder of Company Dissenting Shares and shall only not be entitled to vote for any purpose or be paid by Newmarket entitled to the fair value payment of the holder’s Company Shares. A Dissenting Shareholder who is paid the fair value dividends or other distributions (except dividends or other distributions payable to shareholders of the holder’s Company Shares shall be deemed record prior to have transferred the holder’s Company Shares to Newmarket at the Effective Time, notwithstanding the provisions of the CBCA. A Dissenting Shareholder who, for any reason is not entitled to be paid the fair value of the holder’s Company Shares, shall be treated as if the holder had participated in the Arrangement on the same basis as a non-dissenting holder of Company Shares, notwithstanding the provisions of the CBCA. The fair value of the Company Shares shall be determined as of the close of business on the last business day before the day on which the Arrangement is approved by the Company Shareholders at the Company Meeting; but in no event shall Company be required to recognize such Dissenting Shareholder as shareholders of Company after the Effective Time and the names of such holders shall be removed from the applicable Company register of shareholders as at the Effective Time. For greater certainty, in addition to any other restrictions in the CBCA, no person who has voted in favour of the Arrangement shall be entitled to dissent with respect to the Arrangement).

Dissenting Shareholders. 5.1 Pursuant (a) Notwithstanding anything in this Agreement to the Interim Ordercontrary, each registered holder no Person who has prior to the Effective Time perfected a demand for appraisal rights pursuant to Section 17-6712 of Company the KGCC (a “Dissenting Shareholder”) with respect to any shares of Prairie Stock held by such Dissenting Shareholder (“Dissenting Shares”) shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Dissenting Shareholder shall have effectively withdrawn (in accordance with Section 17-6712 of the KGCC) or lost such Person’s right to appraisal under the KGCC with respect to such Dissenting Shares. Unless and until a Dissenting Shareholder shall have effectively so withdrawn or lost such Dissenting Shareholder’s right to appraisal under the KGCC with respect to Dissenting Shares, such Dissenting Shareholder shall be entitled to receive only payment of the fair value of such Dissenting Shares as required by Section 17-6712 of the KGCC (including any interest thereon and related costs, if any, required to be paid in accordance with Section 17-6712 of the KGCC). Prairie shall give EQBK (A) prompt written notice of any written demands for payment of fair value, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Prairie prior to the Effective Time pursuant to Section 17-6712 of the KGCC relating to Prairie shareholders’ appraisal rights and (B) the opportunity to participate in and control all negotiations and proceedings with respect to demands for payment of fair value by Prairie shareholders under Section 17-6712 of the KGCC. Prairie shall not, except with the prior written consent of EQBK (which shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to any such dissent or demands for payment of fair value, offer to settle or settle any such demands. Any payment required to be made with respect to the Arrangement under the provisions of the CBCA, the Interim Order Dissenting Shares shall be made by EQBK. From and the Final Order. A Dissenting Shareholder shall, at after the Effective Time, cease to have any rights as a holder of Company Dissenting Shares and shall only not be entitled to vote for any purpose or be paid entitled to the payment of dividends or other distributions (except dividends or other distributions payable by Newmarket the fair value Prairie to shareholders of the holder’s Company Shares. A Dissenting Shareholder who is paid the fair value of the holder’s Company Shares shall be deemed record prior to have transferred the holder’s Company Shares to Newmarket at the Effective Time, notwithstanding the provisions of the CBCA. A Dissenting Shareholder who, for any reason is not entitled to be paid the fair value of the holder’s Company Shares, shall be treated as if the holder had participated in the Arrangement on the same basis as a non-dissenting holder of Company Shares, notwithstanding the provisions of the CBCA. The fair value of the Company Shares shall be determined as of the close of business on the last business day before the day on which the Arrangement is approved by the Company Shareholders at the Company Meeting; but in no event shall Company be required to recognize such Dissenting Shareholder as shareholders of Company after the Effective Time and the names of such holders shall be removed from the applicable Company register of shareholders as at the Effective Time. For greater certainty, in addition to any other restrictions in the CBCA, no person who has voted in favour of the Arrangement shall be entitled to dissent with respect to the Arrangement).

Dissenting Shareholders. 5.1 Pursuant (a) Notwithstanding anything in this Agreement to the Interim Ordercontrary, each registered holder no Person who has prior to the Effective Time perfected a demand for appraisal rights pursuant to Section 351.455 of Company the MRS (a “Dissenting Shareholder”) with respect to any shares of Xxxxx Stock held by such Dissenting Shareholder (“Dissenting Shares”) shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Dissenting Shareholder shall have effectively withdrawn (in accordance with Section 351.455 of the MRS) or lost such Person’s right to appraisal under the MRS with respect to such Dissenting Shares. Unless and until a Dissenting Shareholder shall have effectively so withdrawn or lost such Dissenting Shareholder’s right to appraisal under the MRS with respect to Dissenting Shares, such Dissenting Shareholder shall be entitled to receive only payment of the fair value of such Dissenting Shares as required by Section 351.455 of the MRS (including any interest thereon and related costs, if any, required to be paid in accordance with Section 351.455 of the MRS). Xxxxx shall give EQBK (A) prompt written notice of any written demands for payment of fair value, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Xxxxx prior to the Effective Time pursuant to Section 351.455 of the MRS relating to Xxxxx shareholders’ appraisal rights and (B) the opportunity to participate in and control all negotiations and proceedings with respect to demands for payment of fair value by Xxxxx shareholders under Section 351.455 of the XXX. Xxxxx shall not, except with the prior written consent of EQBK (which shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to any such dissent or demands for payment of fair value, offer to settle or settle any such demands. Any payment required to be made with respect to the Arrangement under the provisions of the CBCA, the Interim Order Dissenting Shares shall be made by EQBK. From and the Final Order. A Dissenting Shareholder shall, at after the Effective Time, cease to have any rights as a holder of Company Dissenting Shares and shall only not be entitled to vote for any purpose or be paid entitled to the payment of dividends or other distributions (except dividends or other distributions payable by Newmarket the fair value Xxxxx to shareholders of the holder’s Company Shares. A Dissenting Shareholder who is paid the fair value of the holder’s Company Shares shall be deemed record prior to have transferred the holder’s Company Shares to Newmarket at the Effective Time, notwithstanding the provisions of the CBCA. A Dissenting Shareholder who, for any reason is not entitled to be paid the fair value of the holder’s Company Shares, shall be treated as if the holder had participated in the Arrangement on the same basis as a non-dissenting holder of Company Shares, notwithstanding the provisions of the CBCA. The fair value of the Company Shares shall be determined as of the close of business on the last business day before the day on which the Arrangement is approved by the Company Shareholders at the Company Meeting; but in no event shall Company be required to recognize such Dissenting Shareholder as shareholders of Company after the Effective Time and the names of such holders shall be removed from the applicable Company register of shareholders as at the Effective Time. For greater certainty, in addition to any other restrictions in the CBCA, no person who has voted in favour of the Arrangement shall be entitled to dissent with respect to the Arrangement).

Dissenting Shareholders. 5.1 Pursuant Notwithstanding anything in this Agreement to the Interim Ordercontrary, each registered holder any Shares that are held by shareholders of the Company Shares who did not vote in favor of the Amalgamation shall have be cancelled at the Effective Time and converted into the right to dissent receive the Amalgamation Consideration for each Share formerly represented thereby, subject to the rights of shareholders of the Company (“Dissenting Shareholders”) who are not satisfied that the Amalgamation Consideration constitutes fair value of their Shares and require appraisal of the fair value of their Shares (“Dissenting Shares”) under Section 106 of the Bermuda Act. In the event that the Company decides to proceed with the Amalgamation pending the determination of any appraisal proceedings initiated by Dissenting Shareholders, the Dissenting Shareholders shall receive the Amalgamation Consideration for each Share formerly represented thereby upon compliance with the requirements set forth in Section 4.2. The Company shall give Parent (i) reasonably prompt notice of any written demands by Dissenting Shareholders for appraisal of Dissenting Shares or withdrawals of such demands received by the Company pursuant to the Bermuda Act and (ii) the opportunity to participate to the extent permitted by applicable Bermuda law in all negotiations and proceedings with respect to the Arrangement demands by Dissenting Shareholders for appraisal of Dissenting Shares under the provisions Bermuda Act. Except as required by Section 106 of the CBCABermuda Act, the Interim Order and the Final Order. A Dissenting Shareholder shall, at prior to the Effective Time, cease to have any rights as a holder of Company Shares and shall only be entitled to be paid by Newmarket the fair value of the holder’s Company Shares. A Dissenting Shareholder who is paid the fair value of the holder’s Company Shares shall be deemed to have transferred the holder’s Company Shares to Newmarket at the Effective Time, notwithstanding the provisions of the CBCA. A Dissenting Shareholder who, for any reason is not entitled to be paid the fair value of the holder’s Company Shares, shall be treated as if the holder had participated in the Arrangement on the same basis as a non-dissenting holder of Company Shares, notwithstanding the provisions of the CBCA. The fair value of the Company Shares shall be determined as of the close of business on the last business day before the day on which the Arrangement is approved by the Company Shareholders at the Company Meeting; but in no event shall Company be required to recognize such Dissenting Shareholder as shareholders of Company after the Effective Time and the names of such holders shall be removed from the applicable Company register of shareholders as at the Effective Time. For greater certainty, in addition to not make any other restrictions in the CBCA, no person who has voted in favour of the Arrangement shall be entitled to dissent payment with respect to the Arrangementany demands by Dissenting Shareholders of Dissenting Shares or offer to settle or settle any such demands.