Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration, without interest, as provided in Section 3.01(b).

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that which are held by any Company Stockholder stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares in accordance with Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it) (collectively, the “"Dissenting Shares”") shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares Consideration. Such stockholders shall be entitled only to receive payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL (andinsofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), at the Effective Time, such except that all Dissenting Shares held by stockholders who shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail failed to perfect or otherwise who effectively shall waive, withdraw have withdrawn or lose the right lost their rights to appraisal of such Shares under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares DGCL shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, into and to have become exchangeable solely for, as of the Effective Time, the right to receive the Merger Consideration, without interestany interest thereon, as upon surrender, in the manner provided in Section 3.01(b)3.6, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder a holder who shall have neither voted did not vote in favor of the Merger nor consented (or consent thereto in writing writing) and is entitled to demand and properly demands appraisal of such Shares (“Dissenting Shares”) pursuant to, and who shall have demanded properly complies in writing appraisal for such Company Shares in accordance with all respects with, Section 262 of the DGCL (collectively, the “Dissenting SharesAppraisal Rights”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL Appraisal Rights (and, it being understood that at the Effective Time, such Dissenting Shares shall no longer be outstanding and outstanding, shall automatically be cancelled and shall cease to exist, and such holders holder shall cease to have any right rights with respect thereto, except thereto other than the right to receive the appraised value of such Dissenting Shares in accordance with to the provisions of Section 262 of extent afforded by the DGCLAppraisal Rights); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal payment of the fair value of such Dissenting Shares under the provisions of Section 262 of the DGCLAppraisal Rights, then the right of such holder to be paid the appraised fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, for the right to receive receive, the Merger Consideration, without interest, as provided in Section 3.01(b).

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time Time, and that are held by any Company Stockholder who shall have neither voted in favor stockholders of the Merger nor consented thereto in writing and Company who shall have demanded properly in writing are entitled to appraisal for such Company Shares in accordance with Section rights under section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (collectively, the “"Dissenting Shares”) "), shall not be converted into or represent the right to receive the Merger Consideration as provided described in Section 3.01(b1.5(a), but rathershall, by virtue of the holders of Dissenting Shares Merger, be entitled to only such consideration as shall be entitled only determined pursuant to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section section 262 of the DGCL); provided, however, provided that if any such holder stockholder shall fail have failed to perfect or otherwise shall waive, withdraw have effectively withdrawn or lose the lost such stockholder's right to appraisal and payment under the provisions of Section 262 of the DGCL, then the right such stockholder's shares of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares Company Common Stock shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger Consideration, Consideration (without any interest, ) as provided described in Section 3.01(b1.5(a), and such shares shall not be deemed to be Dissenting Shares. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the Total Common Stock Consideration so due and payable to such stockholders who have failed to perfect or who shall have effectively withdrawn or lost such right to seek payment of the appraisal value of such Dissenting Shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder a holder who shall have neither voted in favor is entitled to demand and properly demands appraisal of the Merger nor consented thereto in writing such Shares (“Dissenting Shares”) pursuant to, and who shall have demanded properly complies in writing appraisal for such Company Shares in accordance with all respects with, Section 262 of the DGCL (collectively, the “Dissenting SharesAppraisal Rights”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b)Consideration, but rather, instead the holders holder of Dissenting such Shares shall be entitled only to payment of the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at Appraisal Rights. At the Effective Time, such all Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders each holder of Dissenting Shares shall cease to have any right rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares shares in accordance with the provisions of Section 262 of the DGCL); providedAppraisal Rights. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal dissent under the provisions of Section 262 of the DGCLAppraisal Rights, then the right of such holder to be paid the appraised fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration, without interest, as provided in Section 3.01(b).

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, Company Shares shares of American Common Stock that are outstanding immediately prior to the Effective Time and that which are held by any Company Stockholder American stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing appraisal rights for such Company Shares shares of American Common Stock in accordance with Section 262 of the DGCL DCL and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, the “"Dissenting Shares”) "), shall not be converted into or represent the right to receive the Merger Consideration as provided payable in Section 3.01(b), but rather, the holders respect of Dissenting Shares each share of American Common Stock represented thereby. Such American stockholders shall be entitled only to receive payment of the appraised value of such Dissenting Shares shares of American Common Stock held by them in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL)DCL; provided, however, that if any such holder all Dissenting Shares held by American stockholders who shall fail have failed to perfect or otherwise who effectively shall waivehave withdrawn, withdraw forfeited or lose the right lost their appraisal rights with respect to appraisal such shares of American Common Stock under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares DCL shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, into and to have become exchangeable solely for, as of the Effective Time, the right to receive receive, without any interest thereon, the Merger ConsiderationConsideration upon surrender, without interest, as in the manner provided in Section 3.01(b)3.2, of the Certificates with respect to such shares.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, including Section 2.01, shares of Company Shares that are Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and that are retired in accordance with Section 2.01) and held by any Company Stockholder a holder who shall have neither has not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing writing, and who shall have demanded is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in writing appraisal for such Company Shares in accordance with all respects with, the provisions of Section 262 of the DGCL (collectively“Section 262”), the “Dissenting Shares”) shall not be converted into the or be exchangeable for a right to receive the Merger Consideration as provided specified in Section 3.01(b2.01(a) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but ratherinstead such holder after the Effective Time shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 262. At the Effective Time, the holders all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each holder of Dissenting Shares shall be entitled only cease to payment of have any rights with respect thereto, except the appraised right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of 262. Notwithstanding the DGCL (andforegoing, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, or a court of competent jurisdiction shall determine that such holder is not entitled to the provisions of relief provided by Section 262 of the DGCL262, then the right of such holder to be paid the appraised fair value of such holder’s Dissenting Shares under Section 262 shall cease and such Dissenting Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration, without interest, as provided Consideration upon compliance with the procedure outlined in Section 3.01(b)2.02.

Dissenting Shares. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, all shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held owned by any Company Stockholder Stockholders who shall have neither voted properly and validly perfected their statutory rights of appraisal in favor respect of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall not be converted into into, or represent the right to receive receive, the Merger Consideration as provided in pursuant to Section 3.01(b), but rather, the holders of Dissenting Shares 2.01. Such Company Stockholders shall be entitled only to receive payment of the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, except that if any such holder all Dissenting Company Shares owned by Company Stockholders who shall fail have failed to perfect or otherwise who shall waive, withdraw have effectively withdrawn or lose the right lost their rights to appraisal of such Dissenting Company Shares under the provisions of such Section 262 of the DGCL, then the right of such holder DGCL shall no longer be considered to be paid the appraised value of such holder’s Dissenting Company Shares and shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, as of the Effective Time, the right to receive the Merger Consideration, less any applicable withholding Taxes pursuant to Section 2.05 and without interestinterest thereon, as upon surrender of the certificate or certificates, if any, that formerly evidenced such shares of Company Common Stock in the manner provided in Section 3.01(b2.02(b) (or affidavits of loss in lieu thereof in accordance with Section 2.02(e)).

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder record holder who shall have neither has not voted in favor of the Merger nor or consented thereto in writing and who shall have has demanded properly in writing appraisal for such Company Shares rights in accordance with Section 262 of the DGCL (collectively, the “"Dissenting Shares”") shall not be converted into the right to receive the Merger Consideration but shall become the right to receive such consideration as provided may be determined to be due in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value respect of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease pursuant to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder of Dissenting Shares who shall fail have failed to perfect or otherwise shall waivehave withdrawn or lost his rights to appraisal of such Dissenting Shares, withdraw or lose in each case under the DGCL, shall forfeit the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease Shares, and such Dissenting Shares shall be deemed to have been converted into the right to receive, as of the Effective Time into, and to have become exchangeable solely forTime, the right Merger Consideration without interest. Notwithstanding anything to receive the contrary contained in this Section 3.09, if the Merger Considerationis rescinded or abandoned, without interest, as provided in Section 3.01(b)then the right of any stockholder to be paid the fair value of such stockholder's Dissenting Shares shall cease. The Surviving Corporation shall comply with all of its obligations under the DGCL with respect to holders of Dissenting Shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to Section 3.5, the contrary, Company Sentech Common Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any Company Stockholder Sentech Holders who shall have neither voted did not vote in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares in accordance comply with Section 262 all of the DGCL relevant provisions of Section 607.1302 of the FBCA (collectively, the “"Dissenting Shares”") shall not be converted into the right to receive the Merger Consideration as provided Consideration, unless and until such Sentech Holders shall have waived in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail writing or failed to perfect or otherwise shall waive, withdraw have effectively withdrawn or lose the right lost their rights to appraisal under the provisions of Section 262 FBCA; and any such Sentech Holder shall have only such rights in respect of the DGCLDissenting Shares owned by them as are provided by Section 607.1302 of the FBCA. If any such Sentech Holder shall have waived in writing or failed to perfect or shall have effectively withdrawn or lost such right, then the right of such holder to be paid the appraised value of such holder’s Sentech Holder's Dissenting Shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time intoTime, and to have become exchangeable solely for, for the right to receive the Merger ConsiderationConsideration without any interest thereon, without interestpursuant to the terms of Section 3.5. Prior to the Effective Time, as provided in Section 3.01(b)Sentech will not, except with the prior written consent of Sensec, voluntarily make any payment with respect to, or settle or offer to settle, any claim made by the stockholders owning the Dissenting Shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement of Merger to the contrary, Company Shares shares of Market Common Stock that are outstanding immediately prior to before the Effective Time and that which are held by any Company Stockholder shareholders who shall not have neither voted such shares in favor of the Merger nor consented thereto Reorganization Agreement and this Agreement of Merger, who shall have delivered to Market or Peoples a written demand for appraisal of such shares in writing the manner provided in Section 1701.85 of the OGCL and who shall have demanded properly in writing appraisal for such Company Shares in accordance otherwise complied fully with Section 262 all of the DGCL (collectively, requirements of Section 1701.85 of the “Dissenting Shares”) OGCL shall not be converted into or be exchangeable for the right to receive the Merger Consideration as consideration provided in the Reorganization Agreement; provided, however, that (a) each of such shares ("Market Dissenting Shares") shall nevertheless be cancelled and extinguished in accordance with the Reorganization Agreement; (b) the holder of Market Dissenting Shares, upon full compliance with the requirements of Section 3.01(b), but rather, 1701.85 of the holders of Dissenting Shares OGCL shall be entitled only to payment of the appraised value of such Dissenting Shares shares in accordance with the provisions of Section 262 1701.85 of the DGCL OGCL; and (and, at c) in the Effective Time, such event (i) any holder of Market Dissenting Shares shall no longer be outstanding and subsequently withdraw such holder's demand for appraisal of such shares after the Effective Time or shall automatically be cancelled and shall cease fail to existestablish such holder's entitlement to appraisal rights in accordance with Section 1701.85 of the OGCL, and such holders shall cease to have or (ii) any right with respect thereto, except holder of Market Dissenting Shares has not filed a petition demanding a determination of the right to receive the appraised value of such Dissenting Shares shares within the period provided in accordance with the provisions of Section 262 1701.85 of the DGCL); providedOGCL, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose forfeit the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease shares and such Dissenting Shares shares shall thereupon be deemed to have been converted as of the Effective Time into, into and to have become exchangeable solely for, for the right to receive the Merger Consideration, without interest, cash as provided in Section 3.01(b)the Reorganization Agreement.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the CICL, Company Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any Company Stockholder shareholders who shall have neither voted in favor of validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares (the “Dissenter Right”) in accordance with Section 262 238 of the DGCL CICL (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the ; holders of Dissenting Shares being referred to as “Dissenting Shareholders”) shall at the Effective Time be cancelled and cease to exist, and the Dissenting Shareholders shall not be entitled to receive the Per Share Merger Consideration and shall instead be entitled to receive only to the payment of the appraised fair value of such Dissenting Shares held by them determined in accordance with the provisions of Section 262 238 of the DGCL CICL, except that all Shares held by Dissenting Shareholders who shall have withdrawn or lost their Dissenter Rights in respect of such Shares under Section 238 of the CICL shall thereupon (and, at the Effective Time, such i) not be deemed to be Dissenting Shares shall no longer and (ii) be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted cancelled and cease to exist as of the Effective Time Time, and converted into, and to have become exchangeable solely for, exchanged for the right of the holder thereof to receive the Per Share Merger Consideration, without interestany interest thereon, as in the manner provided in Section 3.01(b)2.04.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to Section 2.5, the contrary, Company Ensec Common Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any Company Stockholder Ensec Holders who shall have neither voted did not vote in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares in accordance comply with Section 262 all of the DGCL relevant provisions of Section 607.1302 of the FBCA (collectively, the “"Dissenting Shares”") shall not be converted into the right to receive the Merger Consideration as provided Consideration, unless and until such Ensec Holders shall have waived in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail writing or failed to perfect or otherwise shall waive, withdraw have effectively withdrawn or lose the right lost their rights to appraisal under the provisions of Section 262 FBCA; and any such Ensec Holder shall have only such rights in respect of the DGCLDissenting Shares owned by them as are provided by Section 607.1302 of the FBCA. If any such Ensec Holder shall have waived in writing or failed to perfect or shall have effectively withdrawn or lost such right, then the right of such holder to be paid the appraised value of such holder’s Ensec Holder's Dissenting Shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time intoTime, and to have become exchangeable solely for, for the right to receive the Merger ConsiderationConsideration without any interest thereon, without interestpursuant to the terms of Section 2.5. Prior to the Effective Time, as provided in Section 3.01(b)Ensec will not, except with the prior written consent of Sensec, voluntarily make any payment with respect to, or settle or offer to settle, any claim made by the stockholders owning the Dissenting Shares.

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder a holder who shall have neither has not voted such Shares in favor of the Merger nor consented thereto in writing and who with respect to which appraisal rights shall have demanded properly in writing appraisal for such Company Shares been exercised and perfected in accordance with Section 262 of the DGCL (collectively, the “"Dissenting Shares”") and as of the Effective Time not withdrawn shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b)at or after the Effective Time, but rather, such Shares shall be converted into the right to receive such consideration as may be determined to be due to holders of Dissenting Shares shall be entitled only pursuant to payment the laws of the appraised value State of Delaware unless and until the holder of such Dissenting Shares in accordance with the provisions withdraws his or her demand for such appraisal or becomes ineligible for such appraisal (through failure to perfect or otherwise). If a holder of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and withdraw his or her demand for such appraisal or shall automatically be cancelled and shall cease to exist, and become ineligible for such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail appraisal (through failure to perfect or otherwise shall waiveotherwise), withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCLthen, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time intoor the occurrence of such event, whichever last occurs, such holder's Dissenting Shares shall automatically be converted into and to have become exchangeable solely for, represent the right to receive the Merger Consideration, without interest, as provided in Section 3.01(b2.1(c). The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, settle or offer to settle, any such demands.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, shares of Company Shares that are outstanding immediately prior to the Effective Time and that are Common Stock held by any Company Stockholder a holder who shall have neither voted in favor has made a demand for appraisal of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares shares in accordance with Section 262 of the DGCL (collectively, the any such shares being referred to as “Dissenting Shares”” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL with respect to such shares) shall not be converted into or represent the right to receive the Merger Consideration as provided in accordance with Section 3.01(b)2.1, but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of rights as are granted by the DGCL (and, at to a holder of Dissenting Shares. At the Effective Time, such the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and such holders each holder of Dissenting Shares shall cease to have any right rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if . If any Dissenting Shares shall lose their status as such holder shall fail (through failure to perfect or otherwise shall waive, withdraw or lose the right to appraisal rights under the provisions of Section 262 of the DGCLDGCL or otherwise), then then, as of the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as later of the Effective Time intoor the date of loss of such status, such shares shall automatically be converted into and to have become exchangeable solely for, shall represent only the right to receive the Merger ConsiderationConsideration in accordance with Section 2.1, without interest, as provided in Section 3.01(b)interest thereon.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares the shares of Market Common Stock that are outstanding immediately prior to before the Effective Time and that which are held by any Company Stockholder shareholders who shall not have voted such shares in favor of this Agreement, who shall have neither voted delivered to Market or Peoples a written demand for appraisal of such shares in favor the manner provided in Section 1701.85 of the Merger nor consented thereto in writing OGCL and who shall have demanded properly in writing appraisal for such Company Shares in accordance otherwise complied fully with Section 262 all of the DGCL (collectively, requirements of Section 1701.85 of the “Dissenting Shares”) OGCL shall not be converted into or be exchangeable for the right to receive the Merger Consideration as consideration provided in Section 3.01(b)this Agreement; provided, but ratherhowever, that (a) each of such shares (hereinafter referred to as the holders "Dissenting Shares") shall nevertheless be cancelled and extinguished in accordance with this Agreement; (b) the holder of Dissenting Shares Shares, upon full compliance with the requirements of Section 1701.85 of the OGCL shall be entitled only to payment of the appraised value of such Dissenting Shares shares in accordance with the provisions of Section 262 1701.85 of the DGCL OGCL; and (and, at c) in the Effective Time, such event (i) any holder of Dissenting Shares shall no longer be outstanding and subsequently withdraw such holder's demand for appraisal of such shares after the Effective Time or shall automatically be cancelled and shall cease fail to existestablish such holder's entitlement to appraisal rights in accordance with Section 1701.85 of the OGCL, and such holders shall cease to have or (ii) any right with respect thereto, except holder of Dissenting Shares has not filed a petition demanding a determination of the right to receive the appraised value of such Dissenting Shares shares within the period provided in accordance with the provisions of Section 262 1701.85 of the DGCL); providedOGCL, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose forfeit the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease shares and such Dissenting Shares shares shall thereupon be deemed to have been converted as of the Effective Time into, into and to have become exchangeable solely for, for the right to receive the Merger Per Share Cash Consideration, without interest, as provided in Section 3.01(b).

Dissenting Shares. (a) Notwithstanding anything in this Agreement other than Section 3.3(b) hereof to the contrary, any shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any Company Stockholder a shareholder who shall have neither voted in favor is entitled to dissent from the Merger under Chapter 23B.13 of the Merger nor consented thereto in writing WBCA and who shall have demanded properly has exercised, when and in writing appraisal for such Company Shares in accordance with Section 262 the manner required by Chapter 23B.13 of the DGCL WBCA to the extent so required prior to the Effective Time, such right to dissent and to obtain payment of the fair value of such shares under Chapter 23B.13 of the WBCA in connection with the Merger (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration unless and until such shareholder shall have effectively withdrawn or lost (through failure to perfect or otherwise) such shareholder’s right to obtain payment of the fair value of such shareholder’s Dissenting Shares under Chapter 23B.13 of the WBCA, but shall instead be entitled only to such rights with respect to such Dissenting Shares as provided in Section 3.01(bmay be granted to such shareholder under Chapter 23B.13 of the WBCA. From and after the Effective Time, Dissenting Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to shareholders of record prior to the Effective Time), but rather, the and holders of Dissenting Shares shall be entitled only to payment have no rights as a shareholder of the appraised value of Surviving Corporation with respect to such Dissenting Shares in accordance with the provisions of Section 262 Shares, except those provided under Chapter 23B.13 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration, without interest, as provided in Section 3.01(b)WBCA.

Dissenting Shares. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any the stockholders of the Company Stockholder who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly and validly perfected their statutory rights of appraisal in writing appraisal for respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall not be converted into into, or represent the right to receive receive, the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares Consideration. Such Company Stockholders shall be entitled only to receive payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, except that if any such holder all Dissenting Company Shares held by the stockholders of the Company who shall fail have failed to perfect or otherwise who shall waive, withdraw have effectively withdrawn or lose the right lost their rights to appraisal of such Dissenting Company Shares under the provisions of such Section 262 of the DGCL, then the right of such holder DGCL shall no longer be considered to be paid the appraised value of such holder’s Dissenting Company Shares and shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, as of the Effective Time, the right to receive the Merger Consideration, without interestinterest thereon, as upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.01(b)3.9.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Company Shares shares of Nova Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder stockholders who shall have neither not voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares shares of Nova Common Stock in accordance with Section 262 of the DGCL Delaware Law (collectively, the “Dissenting Shares”) shall not be converted into into, or represent the right to receive receive, the portion of the Merger Consideration as provided in Section 3.01(b), but rather, the holders payable for such shares of Dissenting Shares Nova Common Stock. Such stockholders shall be entitled only to receive payment of the appraised value of such Dissenting Shares shares of Nova Common Stock held by them in accordance with the provisions of such Section 262 of the DGCL (and262, at the Effective Time, such except that all Dissenting Shares held by stockholders who shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail failed to perfect or otherwise who effectively shall waive, withdraw have withdrawn or lose the right lost their rights to appraisal of such shares of Nova Common Stock under the provisions of such Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, as of the Effective Time, the right to receive the portion of the Merger ConsiderationConsideration payable for such shares of Nova Common Stock, without interestany interest thereon, as upon surrender, in the manner provided in Section 3.01(b1.8, of the certificate or certificates that formerly evidenced such shares of Nova Common Stock (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit, and bond, if required, in the manner provided in Section 1.10).

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, to the contraryextent that holders thereof are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Shares that are Common Stock issued and outstanding immediately prior to the Effective Time and that are held by any Company Stockholder a holder who shall have neither voted in favor of the Merger nor consented thereto in writing has properly exercised and who shall have demanded properly in writing perfected his or her demand for appraisal for such Company Shares in accordance with rights under Section 262 of the DGCL (collectively, the “Dissenting Shares”) ), shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at Consideration. At the Effective Time, such the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and such holders each holder of Dissenting Shares shall cease to have any right rights with respect thereto, except but the right to receive the appraised value holders of such Dissenting Shares in accordance with the provisions of shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL); provided, however, that if any such holder shall fail have failed to perfect or otherwise shall waive, withdraw have effectively withdrawn or lose the lost his or her right to appraisal and payment under the provisions of Section 262 of DGCL (whether occurring before, at or after the DGCLEffective Time), then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shares of Company Common Stock shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger Consideration, without interestany interest thereon, as provided in Section 3.01(b)and such shares shall not be deemed to be Dissenting Shares. From and after the Effective Time, a holder of Dissenting Shares shall not be entitled to exercise any of the voting rights or other rights of an equity owner of the Surviving Corporation or of a stockholder of Parent.

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, Company Shares shares of Common Stock that are outstanding immediately prior to the Effective Time and that which are held by any Company Stockholder stockholders who shall have neither not voted in favor of the Merger nor Mergers or consented thereto in writing and who shall have properly demanded properly in writing and are entitled to appraisal for such Company Shares shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Per Share Common Stock Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares Consideration. Such stockholders instead shall only be entitled only to receive payment of the appraised value of such Dissenting Shares in accordance with the provisions shares of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares Common Stock held by them in accordance with the provisions of Section 262 of the DGCL); provided, however, except that if any such holder all Dissenting Shares held by stockholders who shall fail have failed to perfect or who effectively shall have waived, withdrawn, or otherwise shall waiveare not entitled to, withdraw or lose the right to appraisal of such shares of Common Stock under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares DGCL shall cease and such Dissenting Shares shall thereupon be deemed to have been canceled and converted into and to have become exchangeable, as of the Effective Time intoTime, and to have become exchangeable solely for, for the right to receive the Merger Considerationreceive, without interestany interest thereon, as the Per Share Common Stock Merger Consideration upon surrender in the manner provided in Section 3.01(b)2.9. The Company shall (i) give Parent prompt notice of any notice or demand for appraisal or payment for shares of Common Stock or any withdrawals of such demands received by the Company, (ii) give Parent the opportunity to participate in all negotiations and proceedings with respect to any such demands and (iii) not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle any such demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by any Company Stockholder who shall have neither not voted in favor of or consented to the Merger nor consented thereto in writing and are held by a Person or Persons who shall have properly demanded properly in writing appraisal for and perfected their rights to be paid the fair value of such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 3.01(b)therefor, but rather, and the holders of Dissenting Shares thereof shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of to only such rights as are granted by Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall effectively waive, withdraw or lose the right to appraisal such holder’s rights under the provisions of Section 262 of the DGCLDGCL with respect to such Shares, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of converted, at the Effective Time intoTime, and to have become exchangeable solely for, into the right to receive the Per Share Aggregate Merger Consideration, without interest, as provided set forth in Section 3.01(b2.1 of this Agreement, without any interest thereon, and such Shares will no longer be Dissenting Shares. The parties agree and acknowledge that no Dissenting Shares shall exist at Closing unless Parent in its sole discretion chooses to waive the closing condition set forth in Section 7.2(j).

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Company to the extent that appraisal rights are available under the REIT Law and the MGCL, any outstanding Shares (“Dissenting Shares“) held by a Dissenting Shareholder shall not be converted into the Offer Price but shall become the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to the REIT Law; provided, however, that are each Share outstanding immediately prior to the Effective Time and that are held by any Company Stockholder who a Dissenting Shareholder who, after the Effective Time, withdraws his demand or fails to perfect or otherwise loses his right of appraisal, pursuant to the REIT Law, shall have neither voted in favor be deemed to be converted as of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted Effective Time into the right to receive the Merger Consideration as provided Offer Price, without interest. As used in Section 3.01(b)this Agreement, but rather, the holders “Dissenting Shareholder“ means any record holder or beneficial owner of Dissenting Shares shall be who is entitled only to demand and receive payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed shares pursuant to have been converted as Section 8.501.1(j) of the Effective Time into, REIT Law and to have become exchangeable solely for, Section 3-202 of the MGCL and who does not vote for the Merger and complies with all provisions of the MGCL (including all provisions of Section 3-203 of the MGCL) concerning the right of holders of Shares to receive dissent from the Merger Consideration, without interest, as provided in Section 3.01(b)and obtain fair value for their shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder a holder who shall have neither voted in favor of the Merger nor consented thereto in writing is entitled to demand and who shall have has properly demanded properly in writing appraisal for such Company Shares in accordance with with, and who complies in all respects with, Section 262 of the DGCL (collectivelysuch Shares, the “Dissenting Shares”) shall will not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existConsideration, and such holders shall cease to have any right with respect thereto, except will instead represent the right to receive only the appraised value of such Dissenting Shares in accordance with the provisions of payment provided by Section 262 of the DGCL); provided, however, that if . If any such holder shall fail fails to perfect or otherwise shall waivewaives, withdraw withdraws or lose the loses his, her or its right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value receive such payment in respect of such holder’s Dissenting Shares shall will cease and such Dissenting Shares shall will be deemed to have been converted converted, as of the Effective Time intoTime, into and to have become will be exchangeable solely for, for the right to receive the Merger ConsiderationConsideration and shall no longer be Dissenting Shares. The Company will give Parent prompt notice of any demands received by the Company for appraisal of Shares, without interestattempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, as provided and Parent will have the right to participate in Section 3.01(b)and direct all negotiations and Proceedings with respect to such demands. The Company will not, except with the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settle or compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares in accordance with if Section 262 of the DGCL (collectivelyor Chapter 13 of the California Corporations Code, to the extent applicable to Adamis by virtue of Section 2115 thereof) provides for appraisal rights with respect to the Merger, then any shares of Adamis Capital Stock that have not been voted in favor of adoption of this Agreement, and with respect to which a demand for payment and appraisal have been properly made in accordance with (a) Section 262 of the DGCL or (b) Chapter 13 of the California Corporations Code (to the extent applicable to Adamis by virtue of Section 2115 thereof) (such shares referred to as “Dissenting Shares”) ), shall not be converted into or represent a right to receive La Jolla Common Stock pursuant to Section 1.6(a), but shall be converted into the right to receive the Merger Consideration such consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall may be entitled only determined to payment of the appraised value of be due with respect to such Dissenting Shares in accordance with the provisions of Section 262 of pursuant to the DGCL (andor the California Corporations Code, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL)as applicable; provided, however, that if any a holder of Dissenting Shares (a “Dissenting Stockholder”) withdraws such holder shall fail to perfect holder’s demand for such payment and appraisal or becomes ineligible for such payment and appraisal then, as of the later of the Effective Time or the date of which such Dissenting Stockholder withdraws such demand or otherwise shall waivebecomes ineligible for such payment and appraisal, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall will cease and such to be Dissenting Shares shall and will be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger Consideration, without interest, La Jolla Common Stock as provided determined in accordance with Section 3.01(b1.6(a).

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and that which are held by any Company Stockholder holders who shall have neither not voted in favor of or consented to the Merger nor consented thereto in writing and who shall are entitled to demand and have properly demanded properly in writing appraisal for their rights to be paid the fair value of such shares of Company Shares Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be cancelled and converted into the right to receive the Merger Consideration as provided in Section 3.01(b)Consideration, but rather, and the holders of Dissenting Shares thereof shall be entitled to only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of rights as are granted by Section 262 of the DGCL); provided, however, that if . If any such holder stockholder shall fail have failed to perfect or otherwise shall waivehave effectively withdrawn, withdraw waived or lose lost such right prior to the right to appraisal under the provisions of Election Deadline (as defined in Section 262 of the DGCL3.1), then the right of such holder to be paid the appraised value each of such holder’s shares of Company Common Stock shall thereupon be deemed to be Non-Election Shares for all purposes of this Agreement, unless such stockholder shall thereafter otherwise make a timely election under this Agreement. If any holder of Dissenting Shares shall cease and have so failed to perfect or effectively withdrawn or lost such Dissenting Shares stockholders’ right to dissent from the Merger after the Election Deadline, each of such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted into and to have become, as of the Effective Time into, and to have become exchangeable solely forTime, the right to receive the Merger Consideration, without interest, as provided in Section 3.01(b)consideration received with respect to Non-Election Shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are outstanding immediately prior and only to the Effective Time extent available under the BVI Act, if a holder of Company Ordinary Shares (a “Dissenting Shareholder”) properly demands in writing, and that are held by any Company Stockholder who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal does not withdraw or lose, its dissenters’ rights for such Company Shares Ordinary Shares, in accordance with Section 262 179 of the DGCL BVI Act (collectively, the “Dissenting Shares”) shall not be converted into and otherwise complies with all provisions of the right BVI Act relevant to receive the Merger Consideration as provided in Section 3.01(b)exercise and perfection of dissenters’ rights, but rather, then the holders of Dissenting Shares Shareholder shall be entitled only to payment of the appraised value of receive an amount for such Dissenting Shares calculated in accordance with the provisions of Section 262 179 of the DGCL BVI Act (andthe “Dissenter Consideration”). For the avoidance of doubt, at from and after the Effective Time, such the Dissenting Shares shall no longer will automatically be cancelled as a result of the Merger and will cease to exist or be outstanding and shall automatically be cancelled and shall each shareholder who has properly exercised such dissenters’ rights will cease to exist, be a member or shareholder of the Company (and such holders shall cease to will not be a member or shareholder of the Surviving Company) and will not have any right rights of a shareholder of the Company or the Surviving Company with respect theretoto the Dissenting Shares (including any right to receive such holder’s portion of the Merger Consideration), except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 payment of the DGCL); providedDissenter Consideration, howeverunless, that if any after the Effective Time, such holder shall fail fails to perfect or withdraws or otherwise shall waiveloses his, withdraw her or lose the its right to appraisal under dissent, in which case the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to will only have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration, without interestinterest thereon, as provided upon surrender of the Certificates, if any, in Section 3.01(b)accordance with this Article II.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarycontrary contained herein, Company Shares to the extent required by the DGCL, any shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any Company Stockholder who shall as to which the holders thereof have neither not voted in favor of the Merger nor consented thereto in writing adoption of this Agreement and who shall have properly demanded properly in writing appraisal for such Company Shares in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b)2.1, but rather, the and such holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding rights and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of payments as are granted by Section 262 of the DGCL); provided, however, that if any such holder shall fail to effectively waive, withdraw, not properly demand or perfect or otherwise shall waive, withdraw or lose the right to appraisal such holder’s rights under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value each of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of at the Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger Consideration, without interest, Consideration as provided in Section 3.01(b)2.1, without interest and after giving effect to any required Tax withholdings as provided herein, and such holder thereof shall cease to have any other rights with respect thereto. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL and as provided in the previous sentence.

Dissenting Shares. (a) Notwithstanding anything in any provision of ----------------- this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that which are held by any Company Stockholder shareholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have filed with the Company, prior to the vote on the Merger by the Company's shareholders, a written notice of intention to demand that such shareholder be paid the fair value for his Shares if the proposed action is effected and thereafter demanded properly in writing appraisal payment of fair value for such Company Shares in accordance with with, and otherwise complied in all respects with, Section 262 623 of the DGCL NYBCL (collectively, the “"Dissenting Shares”") shall be canceled but not be converted into or represent the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares Consideration. Such shareholders shall be entitled only instead to receive payment of the appraised court determined fair value of such Dissenting Shares (which may be more than, equal to, or less than the Merger Consideration) in accordance with the provisions of such Section 262 of the DGCL (and623, at the Effective Time, such except that all Dissenting Shares held by shareholders who shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail failed to perfect or otherwise who effectively shall waive, withdraw have withdrawn or lose the right lost their rights to appraisal fair value for such Shares under the provisions of such Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares 623 shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, into and to have become exchangeable solely for, as of the Effective Time, the right to receive the Merger Consideration, without interestany interest thereon, as upon surrender, in the manner provided in Section 3.01(b)2.09, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, if stockholders of the Company are entitled to appraisal rights under Section 262 of the Delaware Law, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any Company Stockholder stockholders who shall (i) have neither not voted such Shares in favor of the Merger nor consented thereto in writing and who shall (ii) have demanded properly in writing delivered timely a written demand for appraisal for of such Company Shares in accordance with the manner provided in Section 262 of the DGCL (collectively, the “Dissenting Shares”) Delaware Law shall not be cancelled and converted into the right to receive the Merger Consideration as provided described in Section 3.01(b2.5(a), but rather2.5(b) or 2.5(c), unless and until such holder shall have failed to perfect, or effectively shall have withdrawn or lost, such holder's right to appraisal and payment under the holders of Dissenting Delaware Law. If such holder shall have so failed to perfect, or effectively shall have withdrawn or lost such right, such holder's Shares shall thereupon be entitled only deemed to payment of the appraised value of such Dissenting Shares have been cancelled and converted as described in accordance with the provisions of Section 262 of the DGCL (andSections 2.5(a), 2.5(b) and 2.5(c), at the Effective Time, such Dissenting Shares and each Share shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except represent solely the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease appropriate Merger Consideration. From and such Dissenting Shares shall be deemed to have been converted as of after the Effective Time intoTime, and to have become exchangeable solely for, the right to receive the Merger Consideration, without interest, no stockholder who has demanded appraisal rights as provided in Section 3.01(b262(d) of the Delaware Law shall be entitled to vote his or her Shares for any purpose or to receive payment of dividends or other distributions with respect to his or her Shares (except dividends and other distributions payable to stockholders of record at a date which is prior to the Effective Time). The Company will give Purchaser prompt notice of all written demands received by the Company for appraisal of Shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder a holder who shall have neither voted in favor of the Merger nor consented thereto in writing is entitled to demand and who shall have demanded properly in writing demands appraisal for such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall will not be converted into the a right to receive the Merger Consideration as provided in Section 3.01(b3.1(a), but ratherinstead, at the Effective Time, Dissenting Shares will no longer be outstanding and will automatically be cancelled and cease to exist, and the holders of Dissenting Shares shall be entitled only will cease to have any rights with respect thereto except the right to payment of the appraised fair value of such Dissenting Shares in accordance with Section 262 of the provisions of DGCL; provided that if any such holder fails to perfect, or otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL (and, at the Effective Time, with respect to such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value or a court of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, competent jurisdiction determines that if any such holder shall fail is not entitled to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of relief provided by Section 262 of the DGCL, then the right of such holder to be paid the appraised fair value of such holder’s his, her or its Dissenting Shares shall cease will cease, and such Dissenting Shares shall will be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, for the right to receive receive, the Merger Consideration, without interest, Consideration as of the Effective Time as provided in Section 3.01(b3.1(a).

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are outstanding immediately prior with respect to each Share, if any, as to which the Effective Time and that are held by any Company Stockholder who holder thereof shall have neither voted in favor (i) properly complied with the provisions of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares in accordance with Section 262 of the DGCL as to appraisal rights and (collectivelyii) not effectively withdrawn or lost such holder’s rights to appraisal (each, the a “Dissenting SharesShare”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares such holder shall be entitled only to payment payment, solely from the Surviving Corporation, of the appraised fair value of such the Dissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such and Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares treated in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail of Dissenting Shares (x) under the circumstances permitted by and in accordance with the DGCL, affirmatively withdraws or loses (through failure to perfect or otherwise shall waiveotherwise) its appraisal rights in respect of such Dissenting Shares, withdraw or lose the right (y) fails to establish such holder’s entitlement to appraisal under rights as provided in the provisions DGCL or (z) takes or fails to take any action the consequence of Section 262 of the DGCL, then the right of which is that such holder is not entitled to be paid the appraised value of payment for such holder’s Dissenting Shares under the DGCL, then in each such case, such holder or holders (as the case may be) shall cease and forfeit appraisal rights in respect of such Dissenting Shares and such Shares shall thereupon cease to constitute Dissenting Shares, and each such Share shall, to the fullest extent permitted by Applicable Law, thereafter be deemed to have been converted into and to have become, as of the Effective Time into, and to have become exchangeable solely forTime, the right to receive receive, without interest thereon, the Merger Consideration, without interest, as provided in Section 3.01(b).

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are issued and outstanding immediately prior to as of the Effective Time and that are held by any Company Stockholder record holder who shall have neither has not voted in favor to approve the Certificate of the Merger nor or consented thereto in writing and is otherwise entitled to demand, and who shall have demanded has properly in writing appraisal for such Company Shares exercised, preserved and perfected dissenters' rights in accordance with Section 262 623 of the DGCL BCL (collectively, the “"Dissenting Shares”") shall not be converted into the right to receive the Merger Consideration but shall instead become the right to receive such consideration as provided may be determined to be due in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value respect of such Dissenting Shares in accordance with pursuant to the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL)BCL; provided, however, that if any such holder of Dissenting Shares who shall fail have failed to perfect or otherwise shall waivehave withdrawn or lost his dissenters' rights with respect to such Dissenting Shares, withdraw or lose the right to appraisal in each case under the provisions of Section 262 of the DGCLBCL, then the right of shall forfeit his dissenters' rights with respect to such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease Shares, and such Dissenting Shares shall be deemed to have been converted into the right to receive, as of the Effective Time into, and to have become exchangeable solely forTime, the right to receive the Merger Consideration, Consideration without interest, upon surrender of the certificates representing such Shares in accordance with Section 1.08. Payments with respect to any Dissenting Shares will be made only as provided required by the BCL and will be made by the Surviving Corporation from its own separate funds. Notwithstanding anything to the contrary contained in this Section 3.01(b1.07(a), if the Merger is rescinded or abandoned, then the right of any shareholder to be paid the fair value of such shareholder's Dissenting Shares shall terminate.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarySection 4.1(a), Company Target Common Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder holder who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing has exercised such holder’s right to demand appraisal for such Company Shares shares in accordance with Section 262 of the DGCL TBCA or TBOC (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b(unless such holder fails to perfect or withdraws or otherwise loses the right to appraisal), but rather, the holders . Holders of Dissenting Shares shall be entitled have those rights, but only those rights, of holders who perfect their appraisal rights pursuant to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (andTBCA or TBOC, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL)as applicable; provided, however, that if any such holder of Dissenting Shares who shall fail have failed to perfect or otherwise shall waivehave withdrawn or lost his rights to appraisal of such Dissenting Shares, withdraw in each case under the TBCA or lose TBOC, as applicable, shall forfeit the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease Shares, and such Dissenting Shares shall be deemed to have treated as if they had been converted into the right to receive, as of the Effective Time intoTime, and to have become exchangeable solely for, the right to receive the Merger Consideration, without interest. Notwithstanding anything to the contrary contained in this section, if the Merger is terminated, rescinded or abandoned, then the right of any Target Shareholder to be paid the fair value of such shareholder’s Dissenting Shares shall cease. The Surviving Company shall comply with all of its obligations under the TBCA or TBOC, as provided in Section 3.01(b)applicable, with respect to holders of Dissenting Shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, any shares of Company Shares that Common Stock which are outstanding held immediately prior to the Effective Time and that are held by any Company Stockholder a holder who shall have neither voted did not vote in favor of the Merger nor consented Integrated Mergers (or consent thereto in writing writing) and who shall have demanded is entitled to demand and properly in writing demands appraisal for of such Company Shares in accordance with Section 262 of the DGCL shares (collectively, the any such shares being referred to as “Dissenting Shares”” until such time as such holder effectively withdraws or fails to perfect or otherwise loses such holder’s appraisal rights under Applicable Law with respect thereto) pursuant to, and who complies in all respects with, the provisions of Chapter 13 of the CGCL, shall not be converted into or be exchangeable for the right to receive the applicable Merger Consideration as provided in Section 3.01(b)accordance herewith, but rather, the holders of Dissenting Shares instead such holder shall be entitled only to payment such rights as are accorded under Chapter 13 of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at CGCL. At the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders each holder of Dissenting Shares shall cease to have any right rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares rights set forth in accordance with the provisions of Section 262 Chapter 13 of the DGCL); providedCGCL, however, that if any unless and until such holder shall fail have failed to perfect or otherwise shall waive, withdraw have effectively withdrawn or lose the lost its right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration, without interest, as provided in Section 3.01(b)CGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time Time, and that are held by any Company Stockholder who shall have neither voted in favor stockholders of the Merger nor consented thereto in writing and Company who shall have demanded properly in writing are entitled to appraisal for such Company Shares in accordance with Section rights under section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (collectively, the “Dissenting Shares”) ), shall not be converted into or represent the right to receive the Merger Consideration as provided described in Section 3.01(b1.5(a), but rathershall, by virtue of the holders of Dissenting Shares Merger, be entitled to only such consideration as shall be entitled only determined pursuant to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section section 262 of the DGCL); provided, however, provided that if any such holder stockholder shall fail have failed to perfect or otherwise shall waive, withdraw have effectively withdrawn or lose the lost such stockholder’s right to appraisal and payment under the provisions of Section 262 of the DGCL, then the right such stockholder’s shares of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares Company Common Stock shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger Consideration, Consideration (without any interest, ) as provided described in Section 3.01(b1.5(a), and such shares shall not be deemed to be Dissenting Shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any Company Stockholder holders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly demanded properly in writing their appraisal for rights with respect to such Company Shares in accordance with Section 262 of the DGCL and who have not withdrawn such demand or consented to or voted in favor of this Agreement (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b)Consideration, but rather, and the holders of Dissenting Shares thereof shall be entitled to only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of rights as are granted by Section 262 of the DGCL (and, and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and such holders holder shall cease to have any right rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder stockholder of the Company shall fail to perfect or otherwise shall effectively waive, withdraw or lose the right to appraisal such stockholder’s rights under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holderstockholder’s Dissenting Shares shall cease be treated as if they had been converted into the right to receive the Merger Consideration at the Effective Time, and such Dissenting Shares the holder thereof shall be deemed entitled to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration, without interest, as provided set forth in Section 3.01(b)2.1 of this Agreement, without any interest thereon.

Dissenting Shares. (a2.9(a) Notwithstanding anything in any provision of this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares in accordance with with, and who complies in all respects with, Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into into, or represent the right to receive receive, the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares Consideration. Such stockholders shall be entitled only to receive payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of such Section 262 of the DGCL (and, and at the Effective Time, Time such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL262); provided, however, except that if any such holder Dissenting Shares held by stockholders who shall fail have failed to perfect or otherwise who effectively shall waive, withdraw have withdrawn or lose the right lost their rights to appraisal of such Shares under the provisions of such Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, as of the Effective Time, the right to receive the Merger Consideration, without interestany interest thereon, as upon surrender, in the manner provided in Section 3.01(b)2.7, of the Company Stock Certificate or Company Stock Certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding anything in any other term or provision of this Agreement to the contrary, shares of Company Shares Common Stock that are outstanding immediately prior to the Effective Time and that which are held by any Company Stockholder stockholders who shall (i) have neither voted in favor of not consented to the Merger nor consented thereto in writing and who shall Merger, (ii) have demanded properly in writing appraisal for such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares shares in accordance with the provisions of Section 262 92A.300 to 92A.500, inclusive, of the DGCL NGCL (and, at the Effective Time, if such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existprovisions provide for appraisal rights for such shares), and (iii) have not failed to perfect or effectively withdrawn such holders demand or otherwise lost their appraisal rights (the "Dissenting Shares"), shall cease not be converted pursuant to have any right with respect thereto, except ----------------- Section 3.1(c) hereof or represent the right to receive the appraised value any Parent Common Stock -------------- pursuant to this Article III (but shall be entitled to receive dividends under ----------- Section 3.2(d) hereof). Holders of such Dissenting Shares shall be entitled to have -------------- such shares appraised in accordance with the provisions of Section 262 92A.300 to 92A.500, inclusive, of the DGCL); providedNGCL, however, except that if any such holder shall fail all Dissenting Shares held by stockholders who have failed to perfect or have effectively withdrawn or otherwise shall waive, withdraw or lose the lost their right to appraisal of such shares under the such provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares NGCL shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, as of the Effective Time, the right to receive the Merger Considerationreceive, without interestany interest thereon, as certificates representing the shares of Parent Common Stock, and cash in lieu of fractional shares of Parent Common Stock and any dividends to the extent provided in Section 3.01(b).3.2(c) hereof to be issued or paid -------------- in consideration therefor upon surrender of such certificates in accordance with Section 3.2 hereof. -----------

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are outstanding immediately prior to no Share, the Effective Time and that are held by any Company Stockholder who holder of which shall not have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares in accordance complied with the provisions of Section 262 of the DGCL Delaware Law as to appraisal rights (collectivelya "DISSENTING SHARE"), the “Dissenting Shares”) shall not be deemed converted into and to represent the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, hereunder; and the holders of Dissenting Shares Shares, if any, shall be entitled only to payment payment, solely from the Surviving Corporation, of the appraised value of such Dissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL Delaware Law; PROVIDED, HOWEVER, that (andi) if any holder of Dissenting Shares shall, at under the Effective Timecircumstances permitted by the Delaware Law, subsequently deliver a written withdrawal of his or her demand for appraisal of such Dissenting Shares, (ii) if any holder fails to establish his or her entitlement to rights to payment as provided in such Section 262 or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation has filed a petition demanding a determination of the value of all Dissenting Shares within the time provided in such Section 262, such holder or holders (as the case may be) shall forfeit such right to payment for such Dissenting Shares shall no longer be outstanding pursuant to such Section 262 and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of each such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder Share shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, into and to have become exchangeable solely for, as of the Effective Time, the right to receive the Merger Consideration, without interestany interest thereon, as upon surrender, in the manner provided in Section 3.01(b)2.9, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarycontrary (but subject to the other provisions of this Section 3.9), Company Shares that are outstanding held by any record holder immediately prior to the Effective Time and that are held by any Company Stockholder who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have has demanded properly in writing appraisal for such Company Shares rights in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares instead shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding canceled and shall automatically be cancelled terminated and shall cease to exist, and such holders shall cease to have any right rights with respect thereto, except the right to receive the appraised Dissenting Shares other than such rights to be paid fair value of such stockholder’s Dissenting Shares in accordance with the provisions of as are granted pursuant to Section 262 of the DGCL); provided, however, that if any such holder of Dissenting Shares who shall fail have failed to perfect or otherwise shall waivehave withdrawn or lost his rights to appraisal of such Dissenting Shares, withdraw or lose in each case under the DGCL, shall forfeit the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease Shares, and such Dissenting Shares shall be deemed to have been converted into the right to receive, as of the Effective Time intoTime, and to have become exchangeable solely for, the right to receive the Merger Consideration, without interest. Notwithstanding anything to the contrary contained in this Section 3.9, as provided in Section 3.01(b)if the Merger is terminated, rescinded or abandoned, then the right of any stockholder to be paid the fair value of such stockholder’s Dissenting Shares shall cease. The Surviving Corporation shall comply with all of its obligations under the DGCL with respect to holders of Dissenting Shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder record holder who shall have neither has not voted in favor of the Merger nor or consented thereto in writing and who shall have has demanded properly in writing appraisal for such Company Shares rights in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding canceled and shall automatically be cancelled terminated and shall cease to exist, and such holders shall cease to have any right rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of other than such rights as are granted pursuant to Section 262 of the DGCL); provided, however, that if any such holder of Dissenting Shares who shall fail have failed to perfect or otherwise shall waivehave withdrawn or lost his rights to appraisal of such Dissenting Shares, withdraw or lose in each case under the DGCL, shall forfeit the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease Shares, and such Dissenting Shares shall be deemed to have been converted into the right to receive, as of the Effective Time into, and to have become exchangeable solely forTime, the right Merger Consideration without interest. Notwithstanding anything to receive the contrary contained in this Section 3.9, if the Merger Considerationis rescinded or abandoned, without interest, as provided in Section 3.01(b)then the right of any stockholder to be paid the fair value of such stockholder’s Dissenting Shares shall cease. The Surviving Corporation shall comply with all of its obligations under the DGCL with respect to holders of Dissenting Shares.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 3.01(b)Consideration. From and after the Effective Time, but rather, the holders a holder of Dissenting Company Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. Such stockholders shall be entitled only to receive payment of the appraised value of such Dissenting Company Shares held by them in accordance with the provisions of such Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto262, except the right that all Dissenting Company Shares held by stockholders who shall have failed to receive the appraised value perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Dissenting Company Shares in accordance with the provisions of under such Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, into and to have become exchangeable solely for, as of the Effective Time, the right to receive the Merger Consideration, without interestany interest thereon, as upon surrender, in the manner provided in Section 3.01(b)3.9, of the certificate or certificates that formerly evidenced such Dissenting Company Shares.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, including Section 2.01, shares of Company Shares that are Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and that are retired in accordance with Section 2.01(a)) and held by any Company Stockholder a holder who shall have neither has not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have demanded is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in writing appraisal for such Company Shares in accordance with all respects with, the provisions of Section 262 351.455 of the DGCL GBCLM (collectively“Section 351.455”), the “Dissenting Shares”) shall not be converted into the or be exchangeable for a right to receive the Merger Consideration as provided specified in Section 3.01(b2.01(b) (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but ratherinstead such holder shall be entitled to payment of the fair value of such Dissenting Shares in accordance with Section 351.455. At the Effective Time, the holders all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each holder of Dissenting Shares shall be entitled only cease to payment of have any rights with respect thereto, except the appraised right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of 351.455. Notwithstanding the DGCL (andforegoing, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 351.455, or a court of competent jurisdiction shall determine that such holder is not entitled to the provisions of relief provided by Section 262 of the DGCL351.455, then the right of such holder to be paid the appraised fair value of such holder’s Dissenting Shares under Section 351.455 shall cease and such Dissenting Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration, without interest, as provided Consideration upon compliance with the procedure outlined in Section 3.01(b)2.02.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are outstanding immediately prior to held as of the Effective Time and that are held by any a Company Stockholder who shall have neither has not voted such Company Shares in favor of the Merger nor consented thereto in writing adoption of this Agreement and who with respect to which appraisal shall have been duly demanded properly in writing appraisal for such Company Shares and perfected in accordance with Section 262 of the DGCL and not effectively withdrawn or forfeited prior to the Effective Time (collectively, the “Dissenting Shares”) ), shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, represent the right to receive the Merger Consideration, without interestbut shall be converted into the right to receive from the Surviving Corporation the appraised value of such Dissenting Shares as determined in accordance with Section 262 of the DGCL. If a holder of Dissenting Shares (a “Dissenting Stockholder”) fails to perfect, forfeits, withdraws or otherwise loses his, her or its right to appraisal of Dissenting Shares in accordance with the DGCL, then, (i) as of the occurrence of such event, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall automatically be cancelled, extinguished and converted, as provided of the Effective Time, into and represent the right to receive the Merger Consideration payable in respect of such Company Shares pursuant to Section 3.01(b)1.7, and (ii) promptly following the occurrence of such event, Buyer or the Surviving Corporation shall deliver to such Company Stockholder a payment representing the Merger Consideration to which such holder is entitled pursuant to Section 1.7.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares shares of TeleNav Stock that are issued and outstanding immediately prior to the effective time of the merger (the “Effective Time Time”) and that which are held by any Company Stockholder a stockholder who shall have neither voted did not vote in favor of the Merger nor consented (or consent thereto in writing writing) and who shall have demanded is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in writing appraisal for such Company Shares in accordance with all respects with, the provisions of Section 262 of the DGCL (a “Dissenting Stockholder,” and collectively, the “Dissenting Stockholders”), shall not be converted into stock of the Surviving Corporation, but instead such holder shall be entitled to payment of the fair value of such shares (the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at and as of the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and such holders holder shall cease to have any right rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any unless and until such holder shall fail have failed to perfect or otherwise shall waive, withdraw have effectively withdrawn or lose the right lost rights to appraisal under the provisions of Section 262 of the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shares of TeleNav Stock shall cease and such Dissenting Shares shall thereupon be deemed to have treated as if they had been converted into stock of the Surviving Corporation, as of the Effective Time intoTime, and to have become exchangeable solely for, the right to receive the Merger Consideration, without interestfor each such share of TeleNav Stock in accordance with Section 3.1 or 3.2, as applicable, upon surrender in the manner provided in Section 3.01(b)3.6, of the certificate or certificates that formerly evidenced such shares of TeleNav Stock.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, to the extent that holders thereof are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Shares that are Common Stock issued and outstanding immediately prior to the Effective Time and that are held by any Company Stockholder a holder who shall have neither voted in favor of the Merger nor consented thereto in writing has properly exercised and who shall have demanded properly in writing perfected his or her demand for appraisal for such Company Shares in accordance with rights under Section 262 of the DGCL (collectively, the “Dissenting Shares”) ), shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b)Consideration, but rather, the holders of such Dissenting Shares shall be entitled only to payment of the appraised value of receive such Dissenting Shares in accordance with the provisions of consideration as shall be determined pursuant to Section 262 of the DGCL (and, and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders holder shall cease to have any right rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares rights set forth in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail have failed to perfect or otherwise shall waive, withdraw have effectively withdrawn or lose the lost his or her right to appraisal and payment under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shares of Company Common Stock shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger Consideration, without interestany interest thereon, as provided in Section 3.01(b)and such shares shall not be deemed to be Dissenting Shares. The Company shall give Parent notice of any written demands for appraisal or payment of the fair value of any shares of Company Common Stock or withdrawals of such demands.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement (but subject to the contraryprovisions of this Section 2.3), Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder a holder who shall have has neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded is entitled to demand, and has properly in writing demanded, appraisal for such Company Shares in accordance with with, and who complies in all respects with, Section 262 of the DGCL (collectivelysuch Company Shares, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, Fractional Share Consideration as provided in Section 3.01(b)or the Dividend Consideration. At the Effective Time, but ratherall Dissenting Shares shall be cancelled and cease to exist, and the holders of Dissenting Shares shall only be entitled only to payment the rights granted to them under the DGCL. If any such holder of the appraised value of such Dissenting Shares in accordance with the provisions of fails to perfect or otherwise waives, withdraws or loses its right to appraisal under Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCLother applicable Law, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted converted, as of the Effective Time intoTime, into and shall be exchangeable, subject to have become exchangeable compliance with the procedures in Section 2.2(b), solely for, for the right to receive the Merger Consideration, without interestthe Fractional Share Consideration and the Dividend Consideration, as provided in Section 3.01(b)applicable, without interest and subject to any withholding of Taxes required by applicable Law.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Shares Common Stock that are outstanding immediately prior to the Effective Time and that are held by any shareholder to whom the Company Stockholder who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares has delivered a written dissenters' notice in accordance with Section 262 23B.13.200 of the DGCL Washington Act and who, in response to such notice, has delivered to the Company a notice of such shareholder's intent to demand payment and has complied with the other requirements of Section 23B.13.210 and who, after furnishing the Company with such notice, provides the Company with a demand for payment in accordance with Section 23B.13.230 (collectively, the “"Dissenting Shares”") shall not be converted into the right to receive the Merger Consideration as provided in cash pursuant to Section 3.01(b1.6(a), but rather, the holders of such Dissenting Shares shall be entitled only to payment of the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 262 Chapter 23B.13 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL)Washington Act; provided, however, that if any such holder shareholder shall fail to perfect or otherwise shall waive, withdraw or lose the waive such shareholder's right to appraisal demand and obtain payment and receives written consent from the Company allowing such waiver under the provisions of Section 262 23B.13.020 of the DGCLWashington Act or a court of competent jurisdiction shall determine, pursuant to Section 23B.13.300, that such shareholder is not entitled to the relief provided by said Section 23B.13.020, then the right of such holder of Dissenting Shares to be paid the appraised fair value of such holder’s shareholders Dissenting Shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into, as of the Effective Time into, and to have become exchangeable solely forTime, the right to receive the Merger ConsiderationPer Share Amount pursuant to Section 1.6(a), without interestany interest thereon, as provided in Section 3.01(b)upon surrender of the certificate or certificates representing such shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are outstanding immediately prior to no Share, the Effective Time and that are held by any Company Stockholder who holder of which shall not have neither voted in favor of the Merger nor or consented thereto in writing to this Agreement and who shall have demanded properly in writing appraisal for such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance complied with the provisions of Section 262 of the DGCL as to appraisal rights (anda “Dissenting Share”), at the Effective Time, such Dissenting Shares shall no longer be outstanding deemed converted into and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except represent the right to receive the appraised value Merger Consideration; and the holders of Dissenting Shares, if any, shall be entitled to such Dissenting Shares in accordance with the provisions of rights (but only such rights) as are granted by Section 262 of the DGCL); provided, however, that if any such holder of Dissenting Shares shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the provisions DGCL, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to be paid or holders (as the appraised value case may be) shall forfeit such rights as are granted by Section 262 of such holder’s Dissenting Shares shall cease the DGCL and each such Dissenting Shares Share shall thereupon be deemed to have been converted into, as of the Effective Time into, and to have become exchangeable solely forTime, the right to receive the Merger Consideration, without interestany interest thereon, as upon surrender, in the manner provided in Section 3.01(b)1.9, of such Shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder a holder who shall have neither voted in favor of the Merger nor consented thereto in writing is entitled to demand and who shall have has properly demanded properly in writing appraisal for such Company Shares in accordance with with, and who complies with, Section 262 of the DGCL (collectivelysuch Shares, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b2.1(a), but rather, and shall instead represent the holders of Dissenting Shares shall be entitled only right to payment of receive the appraised fair value of such Dissenting Shares in accordance with Section 262 of the provisions of DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his right to appraisal under Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCLother applicable Law, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to be Shares that have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration, without interest, Consideration as provided in Section 3.01(b)2.1(a) and Section 2.2, without interest. The Company shall give Parent and Merger Sub prompt notice of any demands received by the Company for appraisal of Shares, and Parent and Merger Sub shall have the right to participate in all negotiations and proceedings with respect to such demands except as required by applicable Law. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for fair value for Dissenting Shares or offer to settle, settle or negotiate in respect of any such demands.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, to the contrary, Company Shares that extent appraisal rights are outstanding immediately prior available to the Effective Time and that are CoVest Stockholders pursuant to the DGCL, any shares held by any Company Stockholder a person who shall have neither objects to the Merger, whose shares either were not entitled to vote or were not voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares in accordance complies with Section 262 all of the provisions of the DGCL concerning the rights of such person to dissent from the Merger and to require appraisal of such person’s shares and who has not withdrawn such objection or waived such rights prior to the Closing Date (collectively, the “Dissenting Shares”) shall not be converted pursuant to Section 1.03 hereof but shall become the right to receive such consideration as may be determined to be due to the holder of such Dissenting Shares pursuant to the DGCL; provided, however, that each Dissenting Share held by a person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to the DGCL, shall be deemed to be converted, as of the Effective Time, into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration, without interest, as provided in Section 3.01(b).this Article I.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the Cayman Companies Law, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder shareholders who shall have neither voted in favor of validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares in accordance with Section 262 238 of the DGCL Cayman Companies Law (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the ; holders of Dissenting Shares being referred to as “Dissenting Shareholders”) shall be cancelled and the Dissenting Shareholders shall not be entitled to receive the Per Share Merger Consideration and shall instead be entitled to receive only to the payment of the appraised value of such Dissenting Shares held by them determined in accordance with the provisions of Section 262 238 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect theretoCayman Companies Law, except the right to receive the appraised value of such that all shares held by Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder Shareholders who shall fail have failed to perfect or otherwise who effectively shall waive, withdraw have withdrawn or lose lost their rights to dissent from the right to appraisal Merger under the provisions of Section 262 238 of the DGCL, then the right of such holder Cayman Companies Law shall thereupon (i) not be deemed to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall (ii) be and be deemed to have been cancelled and converted into, as of the Effective Time into, and to have become exchangeable solely forTime, the right to receive the Per Share Merger Consideration, without interestany interest thereon, as in the manner provided in Section 3.01(b‎Section 2.02(a).

Dissenting Shares. (a) Notwithstanding anything contained in this Agreement to the contrary, Company no Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any Company Stockholder who shall have neither Time, the holder of which (i) has not voted in favor of the Merger nor or consented thereto in writing and who shall have writing, (ii) has demanded properly in writing its rights to appraisal for such Company Shares in accordance with Section 262 of the DGCL DGCL, and (collectively, iii) has not effectively withdrawn or lost its rights to appraisal (the “"Dissenting Shares”) "), shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at Price. At the Effective Time, such by virtue of the Merger and without any action on the part of the holder thereof, all Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, exist and such holders shall cease to have any right with respect thereto, except represent the right to receive only those rights provided under the appraised value DGCL. If, after the Effective Time, any holder of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); providedwithdraws, however, that if any such holder shall fail loses or fails to perfect or otherwise shall waive, withdraw or lose the right its rights to appraisal under the provisions of Section 262 of the DGCLappraisal, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and (i) such Dissenting Shares shall be deemed to have treated as if they had been converted as of the Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger ConsiderationPrice as of the Effective Time and (ii) such holder shall also be entitled to those rights (without duplication) granted under Section 262 of the DGCL. The Company shall promptly notify Parent upon the receipt of any written demands for appraisal under Section 262 of the DGCL and any withdrawals of such demands, without interestand Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not settle, as provided in Section 3.01(b)offer to settle or make any payment with respect to such demands unless it receives prior written consent from Parent.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Each share of Company Shares that are Common Stock issued and outstanding immediately prior to the Effective Time and that are held by any Company Stockholder who shall have neither Time, the holder of which has not voted in favor of the Merger nor consented thereto in writing Agreement and this Agreement of Company Merger and who shall have demanded has properly in writing perfected his dissenters' rights of appraisal for such Company Shares in accordance with by satisfying all of the applicable requirements of Section 262 of the DGCL (collectivelyDGCL, is referred to herein as a "Dissenting Share." Dissenting Shares owned by each holder thereof who has not exchanged his Certificates for the “Dissenting Shares”) Purchase Price or otherwise has not effectively withdrawn or lost his dissenter's rights, shall not be converted into or represent the right to receive the Purchase Price pursuant to Section 3.1 hereof and shall be entitled only to such rights as are available to such holder pursuant to the applicable provisions of the DGCL. Each holder of Dissenting Shares shall be entitled to receive the value of such Dissenting Shares held by him in accordance with the applicable provisions of the DGCL, provided such holder complies with the procedures contemplated by and set forth in the applicable provisions of the DGCL. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost his dissenter's rights under the applicable provisions of the DGCL, such Dissenting Shares shall be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, Purchase Price at the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares Effective Time in accordance with the provisions of Section 262 of the DGCL (and3.1 hereof. Sound Federal agrees to make, at the Effective Timeor cause to he made, such payment in cash for any Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration, without interest, as provided in Section 3.01(b)Shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares Each Ordinary Share that are is issued and outstanding immediately prior to the Effective Time and that are is held by any Company Stockholder a holder of Ordinary Shares (each, a “Dissenting Shareholder”) who shall have neither voted in favor has validly exercised and not withdrawn or lost its right to dissent from the Merger (“Dissenter Rights”) pursuant to Section 238 of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares in accordance with Section 262 of the DGCL Cayman Companies Law (collectively, the “Dissenting Shares”) shall be cancelled and cease to exist, but shall not be converted into or exchangeable for or represent the right to receive the Per Share Merger Consideration (except as provided in Section 3.01(bthis ‎Section 2.1(c)), but rather, the holders of and each such Dissenting Shares Shareholder shall instead be entitled only to payment of the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 262 238 of the DGCL (andCayman Companies Law; provided that if any Dissenting Shareholder shall have effectively withdrawn or lost its right to dissent in accordance with the Cayman Companies Law, then in each case, as of the later of the Effective Time and the occurrence of such event, the Dissenting Shareholder shall, in respect of its Ordinary Shares cancelled at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right entitled to receive the appraised value of Per Share Merger Consideration without interest, pursuant to this ‎Section 2.1(c) and such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Ordinary Shares shall cease and such Dissenting Shares shall not be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration, without interest, as provided in Section 3.01(b).be Dissenting Shares; and

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that the shares of New Core Common Stock which are outstanding immediately prior to before the Effective Time and that which are held by any Company Stockholder shareholders who shall not have voted such shares in favor of this Agreement, who shall have neither voted delivered to New Core a written notice of intent to demand payment of such shares in favor of the Merger nor consented thereto manner provided in writing Sections 607.1301 through 607.1333 (collectively, the “Appraisal Statute”) and who shall have demanded properly in writing appraisal for such Company Shares in accordance otherwise complied fully with Section 262 all of the DGCL requirements of the Appraisal Statute shall not be converted into or be exchangeable for the right to receive the consideration provided in this Agreement; provided, however, that (collectively, a) each of such shares (herein referred to as the “Dissenting Shares”) shall not nevertheless be converted into cancelled and extinguished in accordance with this Agreement; (b) the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders holder of Dissenting Shares Shares, upon full compliance with the requirements of the Appraisal Statute, shall be entitled only to payment of the appraised fair value of such Dissenting Shares shares in accordance with the provisions of Section 262 the Appraisal Statute; and (c) in the event (i) any holder of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and subsequently withdraw such holders shall cease to have any right with respect thereto, except the right to receive the appraised value holder’s demand for appraisal of such Dissenting Shares shares in accordance with the provisions of Section 262 the Appraisal Statute, or (ii) any holder of Dissenting Shares fails to perfect his or her appraisal rights by not fully complying with the provisions of the DGCL); providedAppraisal Statute, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose forfeit the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease shares and such Dissenting Shares shares shall thereupon be deemed to have been converted as of the Effective Time into, into and to have become exchangeable solely for, for the right to receive the Merger Consideration, without interest, as consideration provided in Section 3.01(b)this Agreement.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder record holder who shall have neither has not voted in favor of the Merger nor or consented thereto in writing and who shall have has demanded properly in writing appraisal for such Company Shares rights in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration but shall become the right to receive such consideration as provided may be determined to be due in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value respect of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease pursuant to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder of Dissenting Shares who shall fail have failed to perfect or otherwise shall waivehave withdrawn or lost his rights to appraisal of such Dissenting Shares, withdraw or lose in each case under the DGCL, shall forfeit the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease Shares, and such Dissenting Shares shall be deemed to have been converted into the right to receive, as of the Effective Time into, and to have become exchangeable solely forTime, the right Merger Consideration without interest. Notwithstanding anything to receive the contrary contained in this Section 3.09, if the Merger Considerationis rescinded or abandoned, without interest, as provided in Section 3.01(b)then the right of any stockholder to be paid the fair value of such stockholder’s Dissenting Shares shall cease. The Surviving Corporation shall comply with all of its obligations under the DGCL with respect to holders of Dissenting Shares.

Dissenting Shares. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any the stockholders of the Company Stockholder who shall have neither voted in favor of the Merger nor consented thereto in writing and who are entitled to demand and shall have properly and validly demanded properly their statutory rights of appraisal in writing appraisal for respect of such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Company Shares”) shall not be converted into into, or represent the right to receive receive, the Merger Consideration as provided in Section 3.01(b)unless such stockholders fail to perfect, but rather, effectively withdraw or waive or otherwise lose the holders of Dissenting Shares right to appraisal. Such Company Stockholders shall be entitled only to receive payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, except that if any such holder all Dissenting Company Shares held by the stockholders of the Company who shall fail have failed to perfect or otherwise who shall waive, withdraw have effectively withdrawn or lose the right waived or lost their rights to appraisal of such Dissenting Company Shares under the provisions of such Section 262 of the DGCL, then the right of such holder DGCL shall no longer be considered to be paid the appraised value of such holder’s Dissenting Company Shares and shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, as of the Effective Time, the right to receive the Merger Consideration, without interestinterest thereon, as upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.01(b)3.9.

Dissenting Shares. (ai) Notwithstanding anything to the contrary contained in this Agreement Agreement, to the contrary, Company Shares extent that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (andare or prior to the Effective Time may become applicable to the Merger, at then any Company Share, as of the Effective Time, such held by a holder who has properly exercised (and has not effectively withdrawn or lost) his, her or its appraisal rights under Section 262 of the DGCL (a “Dissenting Shares Share”) shall no longer not be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except converted into or represent the right to receive the appraised value consideration set forth in Section 4.1 and the holder of such Dissenting Shares Share shall be entitled only to such rights as may be granted to such holder in accordance with the provisions of Section 262 of the DGCL); provided, however, that if the status of any such holder Dissenting Share as a share carrying appraisal or dissenters’ rights shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of be withdrawn in accordance with Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and or if any such Dissenting Shares Share shall be deemed to have been converted otherwise lose its status as a share carrying appraisal or dissenters’ rights in accordance with Section 262 of the DGCL, then, as of the later of the Effective Time intoor the loss of such status, such Dissenting Share shall automatically be converted into and to have become exchangeable solely for, shall represent only the right to receive (upon the Merger Considerationsurrender of the Certificate representing such share in accordance with Section 4.2(b)) the consideration set forth in Section 4.1, without interest, as provided in Section 3.01(b)any interest thereon.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement (but subject to the contraryprovisions of this Section 2.3), Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder a holder who shall have has neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded is entitled to demand, and has properly in writing demanded, appraisal for such Company Shares in accordance with with, and who complies in all respects with, Section 262 of the DGCL (collectivelysuch Company Shares, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, Fractional Share Consideration as provided in Section 3.01(b)or the Dividend Consideration. At the Effective Time, but ratherall Dissenting Shares shall be cancelled and cease to exist, and the holders of Dissenting Shares shall only be entitled only to payment the rights granted to them under the DGCL. If any such holder of the appraised value of such Dissenting Shares in accordance with the provisions of fails to perfect or otherwise waives, withdraws or loses its right to appraisal under Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCLother applicable Law, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted into, as of the Effective Time intoTime, and to have become shall be exchangeable solely for, subject to compliance with the procedures in Section 2.2(b), solely the right to receive the Merger Consideration, without interestthe Fractional Share Consideration and the Dividend Consideration, as provided in applicable, without interest and subject to any withholding of Taxes pursuant to Section 3.01(b)2.5 and as required by applicable Law.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are outstanding immediately prior to no Share, the Effective Time and that are held by any Company Stockholder who holder of which shall not have neither voted in favor of or consented in writing to the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance complied with the provisions of Section 262 of the DGCL Delaware Law as to appraisal rights (anda “Dissenting Share”), at the Effective Time, such Dissenting Shares shall no longer be outstanding deemed converted into and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except represent the right to receive Merger Consideration hereunder; and the appraised value holders of Dissenting Shares, if any, shall be entitled to such Dissenting Shares in accordance with the provisions of rights (but only such rights) as are granted by Section 262 of the DGCL)Delaware Law; provided, however, that if any such holder of Dissenting Shares shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCLDelaware Law or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the Delaware Law, then the right of such holder to be paid or holders (as the appraised value of case may be) shall forfeit such holder’s Dissenting Shares shall cease rights as are granted by Section 262 and each such Dissenting Shares Share shall thereupon be deemed to have been converted into, as of the Effective Time into, and to have become exchangeable solely forTime, the right to receive the Merger Consideration, without interestany interest thereon, as upon surrender, in the manner provided in Section 3.01(b)1.9, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding anything in any other provisions of this Agreement to the contrary, Company Shares shares of WPZ Common Stock that are outstanding immediately prior to the Effective Time and that which are held by any Company Stockholder stockholders who shall have neither not voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares shares in accordance with Section 262 of the DGCL GCL (collectively, the “"Dissenting Shares”") shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, represent the right to receive the Merger Consideration, without interestunless or until such holder fails to perfect or withdraws or otherwise loses his right to appraisal and payment under Section 262 of the GCL. Such shares instead shall, from and after the Effective Time, represent only the right to receive payment of the appraised value of such shares of WPZ Common Stock held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of WPZ Common Stock under such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, with respect to each such share, the Merger Consideration upon surrender, in the manner provided in Section 3.01(b)4.3, of the Certificate or Certificates that, immediately prior to the Effective Time, evidenced such shares of WPZ Common Stock.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder stockholders who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into into, or represent the right to receive receive, the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at Consideration. At the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and such holders stockholders shall cease to have any right rights with respect thereto. Notwithstanding the foregoing sentence, except the right such stockholders shall be entitled to receive payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of such Section 262 of the DGCL); provided262, however, except that if any such holder all Dissenting Shares held by stockholders who shall fail have failed to perfect or otherwise who effectively shall waive, withdraw have withdrawn or lose the right lost their rights to appraisal of such Shares under the provisions of such Section 262 or who shall be determined by a court of competent jurisdiction to not be entitled to the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares relief provided by Section 262 shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, as of the Effective Time, the right to receive the Merger Consideration, without interestany interest thereon, as upon surrender, in the manner provided in Section 3.01(b3.10, of the certificate or certificates that formerly evidenced such Shares (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit in the manner provided in Section 3.10).

Dissenting Shares. (ai) Notwithstanding anything in this Agreement to To the contraryextent applicable, each outstanding share of Company Shares that are outstanding immediately prior to Common Stock the Effective Time and that are held by any Company Stockholder who shall have neither holder of which has not voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing Merger, has perfected such holder's right to an appraisal for of such Company Shares holder's shares in accordance with Section 262 the applicable provisions of the DGCL OGCL and has not effectively withdrawn or lost such right to appraisal (collectivelya "Dissenting Share"), the “Dissenting Shares”) shall not be converted into the or represent a right to receive the Merger Consideration as provided in Price pursuant to Section 3.01(b2.01(c), but rather, the holders of Dissenting Shares holder thereof shall be entitled only to payment such rights as are granted by the applicable provisions of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL)OGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waiveDissenting Share held by a person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to appraisal under the provisions of Section 262 of the DGCLOGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been be converted into, as of the Effective Time into, and to have become exchangeable solely forTime, the right to receive the Merger ConsiderationPrice pursuant to Section 2.01(c). (ii) The Company shall give Harsco (x) prompt notice of any written demands for appraisal, without interestwithdrawals of demands for appraisal and any other instruments served pursuant to the applicable provisions of the OGCL relating to the appraisal process received by the Company and (y) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the OGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, as provided in Section 3.01(b).except with the prior written consent of Harsco, settle or offer to settle any such demands. 2.02

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Shares Common Stock that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder Stockholders who shall not have neither voted in favor of the Merger nor or consented thereto in writing and who are entitled to demand and shall have demanded properly in writing appraisal for such Company Shares shares in accordance accordance, and who comply in all respect with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration as provided set forth in Section 3.01(b), but rather, the holders of Dissenting Shares 2.01. Such Stockholders shall be entitled to receive only to payment of the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any unless and until such holder Stockholders shall fail have failed to perfect or otherwise who effectively shall waive, withdraw have withdrawn or lose the right lost their rights to appraisal of such shares under Section 262 of the provisions DGCL. If any holder of Dissenting Shares shall have failed to perfect or shall have withdrawn or lost his, her, or its rights to appraisal of such shares under Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, into and to have become exchangeable solely for, as of the Effective Time, the right to receive the Merger ConsiderationConsideration specified in Section 2.01, without interestany interest thereon, as upon surrender, in the manner provided in Section 3.01(b)2.03, of the Certificate or Certificates that formerly evidenced such Dissenting Shares and the Surviving Corporation and Parent shall remain liable for the payment of the Merger Consideration for such shares of Company Common Stock. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto except the rights provided in Section 262 of the DGCL as described in this Section 2.05.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Company Merger Effective Time and that are held by any Company Stockholder stockholders who shall have neither voted in favor of the Company Merger nor consented thereto in writing and who shall have demanded demanded, properly in writing writing, appraisal for such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be cancelled and converted into into, or represent the right to receive receive, the Company Merger Consideration in accordance with Section 3.01(a) unless such holder fails to perfect, withdraws or otherwise loses the right to appraisal. At the Company Merger Effective Time, all Dissenting Shares will no longer be outstanding and automatically will be cancelled and will cease to exist, and, except as otherwise provided in Section 3.01(b)by applicable Laws, but rather, the holders each holder of Dissenting Shares will cease to have any rights with respect to the Dissenting Shares, other than such rights as are granted under such Section 262 of the DGCL. Such stockholders shall be entitled only to receive payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCL, then the right except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such holder to Shares under such Section 262 of the DGCL shall thereupon be paid the appraised value of such holder’s Dissenting Shares shall cease canceled and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, as of the Company Merger Effective Time, the right to receive the Company Merger ConsiderationConsideration in accordance with Section 3.01(a), without interestany interest thereon, as upon surrender, in the manner provided in Section 3.01(b)3.04, of such Shares.

Dissenting Shares. (ai) Notwithstanding anything in any provision of this Agreement to the contrary, each outstanding share of Company Shares that are outstanding immediately prior to Common Stock, Preferred Stock and Senior Preferred Stock, the Effective Time and that are held by any Company Stockholder who shall have neither holder of which has not voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing Merger, has perfected such holder’s right to an appraisal for of such Company Shares holder’s shares in accordance with Section 262 the applicable provisions of the DGCL and has not effectively withdrawn or lost such right to appraisal or is entitled to and properly exercises dissenters rights pursuant to, and complies with, Chapter 13 of the CGCL (collectivelyeach, the a “Dissenting SharesShare”) ), shall not be converted into or represent the right to receive the Merger Consideration as provided in Parent Shares and cash pursuant to Section 3.01(b)2.01(c) and such number of Parent Shares and cash shall revert to Parent, but rather, the holders of Dissenting Shares holder thereof shall be entitled only to payment of such rights as are granted by the appraised value of such Dissenting Shares in accordance with the applicable provisions of Section 262 of the DGCL (and, at and the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL)CGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waiveDissenting Share held by a person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal or lose the right of appraisal, in either case pursuant to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been be converted into, as of the Effective Time into, and to have become exchangeable solely forTime, the right to receive the Merger Consideration, without interestappropriate number of Parent Shares and cash, as provided in the case may be, pursuant to Section 3.01(b2.01(c).

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, shares of Company Shares that are Common Stock issued and outstanding immediately prior to the Effective Time and that are held by any Company Stockholder holder who shall have neither voted in favor is entitled to appraisal rights under Section 262 of the Merger nor consented thereto in writing DGCL, and who shall have demanded has properly in writing exercised and perfected his or her demand for appraisal for such Company Shares in accordance with rights under Section 262 of the DGCL (collectively, the “Dissenting Shares”) ), shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b3.1(b), but rather, instead the holders of such Dissenting Shares shall be entitled only to payment of the appraised value of receive such Dissenting Shares in accordance with the provisions of consideration as shall be determined pursuant to Section 262 of the DGCL (and, at DGCL. At the Effective Time, such the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and such holders each holder of Dissenting Shares shall cease to have any right rights with respect thereto, except the right to receive the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided. Notwithstanding the foregoing, however, that if any such holder shall fail have failed to perfect or shall have otherwise shall waivewaived, withdraw effectively withdrawn or lose the lost his or her right to appraisal under Section 262 of the provisions DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to be paid the appraised fair value of such holder’s Dissenting Shares under Section 262 of the DGCL shall cease and such shares shall no longer be considered Dissenting Shares for purposes hereof and such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger Consideration, without interestany interest thereon, as provided in Section 3.01(b3.1(b).

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, shares of Company Common Stock outstanding on the date for determination of shareholders entitled to vote on the Merger and not voted in favor of the approval of the principal terms of the Merger (or in the case of shares described in Section 1300(b)(i)(A) or (B) of the CGCL (without regard to the contrary, Company Shares provisions in that are outstanding immediately paragraph) that were voted against the Merger) and with respect to which appraisal shall have been duly demanded and perfected in accordance with Chapter 13 of the CGCL and not effectively withdrawn or forfeited prior to the Effective Time and that are held by any Company Stockholder who shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive shares of Buyer Common Stock in accordance with Section 2.1 unless the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment rights of the appraised value holder of such Dissenting Shares to appraisal shall have ceased in accordance with the provisions of Section 262 1309 of the DGCL CGCL. If the holder of Dissenting shares has so forfeited or withdrawn such holder’s rights to appraisal of Dissenting Shares, then (and, at i) as of the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value occurrence of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); providedevent, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such to be Dissenting Shares and shall be deemed to have been converted as of the Effective Time into, into and to have become exchangeable solely for, represent the right to receive shares of Buyer Common Stock in accordance with Section 2.1, and (ii) following the Merger Considerationoccurrence of such event, without interest, as provided upon proper surrender of the Certificate in accordance with Section 3.01(b)2.2 the Buyer shall deliver to such the holder of the Dissenting Shares the shares of Buyer Common Stock to which such holder is entitled pursuant to Section 2.1.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarycontrary but only in the circumstances and to the extent provided by the DGCL, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder Stockholders who shall have neither voted were entitled to and did not vote such Shares in favor of the Merger nor consented or consent thereto in writing and who shall have demanded properly in writing appraisal and timely delivered to the Company a written demand for such Company payment (a copy of which shall be promptly provided to the Buyer) of the fair value of Shares in accordance the manner provided in and complied with Section 262 all of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the relevant provisions of Section 262 of the DGCL (and, at the Effective Time, such "Dissenting Shares Shares") shall no longer not be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except converted into or represent the right to receive the appraised Merger Consideration. Instead, the holders thereof shall be entitled to payment of the fair cash value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); 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 Shares and the Board of Directors of the Company or the Surviving Corporation, as the case may be, shall consent thereto, or (ii) if any holder fails to establish and perfect his entitlement to the relief provided in such Section 262 or if the right of such holder shall fail to perfect or receive the fair value of such Shares as to which he seeks relief otherwise shall waive, withdraw or lose the right terminates pursuant to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder Shares shall thereupon cease to be paid the appraised value of such holder’s deemed to be Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted into and represent the right to receive, upon the surrender of the Certificates representing such Shares, as of the Effective Time intoTime, and to have become exchangeable solely for, the right to receive the Merger Consideration. The Company shall not, without interestexcept with the prior written consent of the Buyer, as provided in Section 3.01(b)voluntarily make or commit to make any payment with respect to demands for appraisal of Shares or offer to settle any such demands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the CICL, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder holders who shall have neither voted in favor validly given a written objection and a written notice with respect to the Merger pursuant to Section 238(2) and Section 238(5) of the Merger nor consented thereto in writing CICL and who shall have demanded properly in writing appraisal for such Company Shares in accordance not withdrawn or lost their dissenter’s rights pursuant to the CICL (whether due to its failure to comply with any procedural requirements of Section 262 238 of the DGCL CICL or otherwise) (collectivelythe “Dissenting Shareholders”, and such Shares, the “Dissenting Shares”) shall be cancelled and cease to exist following payment of their fair value in accordance with Section 238 of the CICL. Dissenting Shareholders shall not be converted into have any the right to receive the Per Share Merger Consideration as provided Consideration, and the Dissenting Shareholders shall instead be entitled to receive only the payment resulting from the procedure in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment 238 of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right CICL with respect thereto, except the right to receive the appraised value of such their Dissenting Shares in accordance with the provisions of Section 262 of the DGCL)Shares; provided, however, that if any such holder all Shares held by former Dissenting Shareholders who shall fail to perfect have effectively withdrawn or otherwise shall waive, withdraw or lose the right to appraisal lost their dissenter’s rights under the provisions of Section 262 of the DGCL, then the right of such holder CICL shall cease to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been cancelled and converted as of the Effective Time into, and to have become exchangeable solely exchanged for, as of the Effective Time, the right to receive the Per Share Merger Consideration, without interestinterest thereon, as in the manner provided in Section 3.01(b)2.04.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder a holder who shall have neither voted in favor is entitled to demand and properly demands appraisal of the Merger nor consented thereto in writing such Shares (“Dissenting Shares”) pursuant to, and who shall have demanded properly complies in writing appraisal for such Company Shares in accordance with all respects with, Section 262 of the DGCL (collectively, the “Dissenting SharesAppraisal Rights”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised fair value of such Dissenting Shares in accordance with the provisions Appraisal Rights (subject to and reduced by the amount of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCLwithholding that is required under applicable Tax Law); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal dissent under the provisions of Section 262 of the DGCLAppraisal Rights, then the right of such holder to be paid the appraised fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely forfor the right to receive, the Merger Consideration. At the Effective Time, all Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration, without interest, as provided fair value of such Dissenting Shares in accordance with the provisions of Section 3.01(b262 of the DGCL (subject to and reduced by the amount of any withholding that is required under applicable Tax Law).

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, including Section 2.01, shares of Company Shares that are Common Stock issued and outstanding immediately prior to the Effective Time (other than shares cancelled and that are retired in accordance with Section 2.01) and held by any Company Stockholder a holder who shall have neither has not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing writing, and who shall have demanded is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in writing appraisal for such Company Shares in accordance with all respects with, the provisions of Section 262 of the DGCL (collectively“Section 262”), the “Dissenting Shares”) shall not be converted into the or be exchangeable for a right to receive the Merger Consideration as provided specified in Section 3.01(b2.01 (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares”), but ratherunless and until such holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal and payment under the DGCL. At the Effective Time, the holders all Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each holder of Dissenting Shares shall be entitled only cease to payment of have any rights with respect thereto, except the appraised right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of 262. Notwithstanding the DGCL (andforegoing, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail fails to perfect or otherwise shall waivewaives, withdraw withdraws or lose loses the right to appraisal under Section 262, or a court of competent jurisdiction determines that such holder is not entitled to the provisions of relief provided by Section 262 of the DGCL262, then the right of such holder to be paid the appraised fair value of such holder’s Dissenting Shares under Section 262 shall cease and such Dissenting Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration, without interest, as provided Consideration upon compliance with the procedure outlined in Section 3.01(b)2.02.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder record holder who shall have neither has not voted in favor of the Merger nor or consented thereto in writing and who shall have has demanded properly in writing appraisal for such Company Shares rights in accordance with Section 262 of the DGCL (collectively, the “"Dissenting Shares”") shall not be converted into the right to receive the Merger Consideration but shall become the right to receive such consideration as provided may be determined to be due in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value respect of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease pursuant to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder of Dissenting Shares who shall fail have failed to perfect or otherwise shall waivehave withdrawn or lost such holder's rights to appraisal of such Dissenting Shares, withdraw or lose in each case under the DGCL, shall forfeit the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease Shares, and such Dissenting Shares shall be deemed to have been converted into the right to receive, as of the Effective Time into, and to have become exchangeable solely forTime, the right Merger Consideration without interest. Notwithstanding anything to receive the contrary contained in this Section 2.09, if the Merger Considerationis rescinded or abandoned, without interest, as provided in Section 3.01(b)then the right of any stockholder to be paid the fair value of such stockholder's Dissenting Shares shall cease. The Surviving Corporation shall comply with all of its obligations under the DGCL with respect to holders of Dissenting Shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are outstanding immediately prior contrary (but subject to the Effective Time and other provisions of this Section 3.4), Shares that are held by any Company Stockholder record holder who shall have neither has not voted in favor of the Merger nor or consented thereto in writing and who shall have has demanded properly in writing appraisal for rights with respect to such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares instead shall be entitled only to payment of canceled and terminated and the appraised value holder of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right rights with respect thereto, except the right to receive the appraised Dissenting Shares other than such rights to be paid fair value of such stockholder’s Dissenting Shares in accordance with the provisions of as are granted pursuant to Section 262 of the DGCL); provided, however, that if any such holder of Dissenting Shares who shall fail have failed to perfect or otherwise shall waivehave withdrawn or lost his rights to appraisal of such Dissenting Shares, withdraw or lose in each case under the DGCL, shall forfeit the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease Shares, and such Dissenting Shares shall be deemed to have been converted into the right to receive, as of the Effective Time intoTime, and to have become exchangeable solely for, the right to receive the Merger Consideration, without interest. Notwithstanding anything to the contrary contained in this Section 3.4, as provided in Section 3.01(b)if the Merger is terminated, rescinded or abandoned, then the right of any stockholder to be paid the fair value of such stockholder’s Dissenting Shares shall cease. The Surviving Corporation shall comply with all of its obligations under the DGCL with respect to holders of Dissenting Shares.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Company the Shares that are outstanding immediately prior to the Effective Time and that are held by of any Company Stockholder Shareholder who shall have neither voted in favor of has demanded and perfected dissenters’ rights, or who still has the Merger nor consented thereto in writing right to demand and who shall have demanded properly in writing appraisal perfect dissenters’ rights, for such Company Shares in accordance with Section 262 of the DGCL WBCL and who has not effectively withdrawn or lost such appraisal rights in accordance with the WBCL (collectively, the “Dissenting Shares” and each holder of Dissenting Shares, a “Dissenting Shareholder”) shall not be converted into into, or represent the right to receive receive, a portion of the Merger Consideration as provided in Section 3.01(b)Consideration, but rather, the holders of Dissenting Shares holder thereof shall only be entitled only to payment such rights as are granted by the WBCL. Notwithstanding the foregoing sentence, if any Company Shareholder who demands appraisal of such Shares under the WBCL (and who has not voted or consented in writing in favor of the appraised value adoption of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares this Agreement) shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except effectively withdraw or forfeit the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 appraisal, then, as of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as later of the Effective Time intoand the occurrence of such withdrawal or forfeiture, such Company Shareholder’s Shares shall thereupon automatically be converted into and to have become exchangeable solely for, represent only the right to receive receive, a portion of the Merger ConsiderationConsideration in the manner provided in this Article II, without interest, as provided upon surrender of the Certificate(s) representing all such Shares and compliance with the other requirements set forth in Section 3.01(b)this Article II.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that the Genoa common shares which are outstanding immediately prior to before the Effective Time and that which are held by any Company Stockholder shareholders who shall not have voted such shares in favor of this Agreement, who shall have neither voted delivered to FDEF or Genoa a written demand for appraisal of such shares in favor the manner provided in Section 1701.85 of the Merger nor consented thereto in writing ORC and who shall have demanded properly in writing appraisal for such Company Shares in accordance otherwise complied fully with Section 262 all of the DGCL (collectively, requirements of Section 1701.85 of the “Dissenting Shares”) ORC shall not be converted into or be exchangeable for the right to receive the Merger Consideration as consideration provided in Section 3.01(b)this Agreement; provided, but ratherhowever, that (i) each of such shares (the holders "Dissenting Shares") shall nevertheless be cancelled and extinguished in accordance with this Agreement; (ii) the holder of Dissenting Shares Shares, upon full compliance with the requirements of Section 1701.85 of the ORC, shall be entitled only to payment of the appraised fair cash value of such Dissenting Shares shares in accordance with the provisions of Section 262 1701.85 of the DGCL ORC; and (and, at iii) in the Effective Time, such event (I) any holder of Dissenting Shares shall no longer be outstanding and subsequently withdraw such holder's demand for appraisal of such shares within sixty days after the Effective Time or shall automatically be cancelled and shall cease fail to exist, and establish such holders shall cease holder's entitlement to have appraisal rights in accordance with Section 1701.85 of the ORC or (II) any right with respect thereto, except holder of Dissenting Shares has not filed a petition demanding a determination of the right to receive the appraised value of such Dissenting Shares shares within the period provided in accordance with the provisions of Section 262 1701.85 of the DGCL); providedORC, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose forfeit the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value shares and each of such holder’s Dissenting Shares shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, into and to have become exchangeable solely for, for the right to receive the Merger Per Share Consideration, without interest, as provided in Section 3.01(b).

Dissenting Shares. (ai) Notwithstanding anything in this Merger Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that are any shares of NDC Stock held by any Company Stockholder Person (a "Dissenting Stockholder") who shall have neither voted in favor has demanded and perfected his right for appraisal of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares shares in accordance with the DGCL and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal ("Dissenting Shares") shall not be converted as described in Section 2.5.2(a) but shall become the right to receive such consideration as may be determined to be due such Dissenting Stockholder pursuant to Section 262 of the DGCL (collectively, the “Dissenting Shares”) and shall not be converted into the right entitled to receive his applicable portion of the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL)Consideration; provided, however, that if if, in accordance with such Section of the DGCL, any such holder Dissenting Stockholder shall fail to perfect or otherwise shall waiveperfect, withdraw or otherwise lose the his right to appraisal under the provisions of such Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and held by such Dissenting Shares Stockholder shall thereupon be deemed to have been converted as of the Effective Time into, into and to have become exchangeable solely for, as of the right Effective Time, the right, subject to receive Sections 2.5.3(a) and 2.5.3(b), to receive, in accordance with this Section 2.5 and, except as set forth in Section 2.6, without interest or dividends thereon), for each share (or fraction thereof) of NDC Stock, the Merger Consideration, without interest, as provided in Section 3.01(bConsideration (or a corresponding fraction thereof).

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, shares of capital stock of the Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder Stockholders who shall have neither not voted such shares in favor of the Merger nor consented thereto in writing approval and adoption of this Agreement and who shall have demanded properly in writing delivered a written demand for appraisal for of such Company Shares shares in accordance with Section 262 of the DGCL (collectively, the “"Dissenting Shares”") shall not be converted into or be exchangeable for the right to receive the Merger Consideration as consideration provided in Section 3.01(b)3.01 of this Agreement, but rather, the holders of Dissenting Shares such shares shall be entitled only to payment of the appraised value of such Dissenting Shares shares in accordance with the provisions of Section 262 the DGCL; PROVIDED, HOWEVER, that (i) if any holder of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value subsequently deliver a written withdrawal of his or her demand for appraisal of such shares (with the written approval of the Surviving Corporation), or (ii) if any holder fails to perfect or loses his or her appraisal rights as provided in the DGCL, or (iii) if any holder of Dissenting Shares fails to demand payment within the time period provided in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose forfeit the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease shares and such Dissenting Shares shares shall thereupon be deemed to have been converted as of the Effective Time into, into and to have become exchangeable solely for, as of the Effective Time, the right to receive the Merger Consideration, without interest, as consideration provided in Section 3.01(b)3.01 of this Agreement, without any interest thereon.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, in the event appraisal rights are available to the contraryholders of Buyer Stock, Company Shares that are outstanding immediately prior Buyer Preferred Stock or Seller Stock pursuant to applicable law, any shares of Buyer Stock, Buyer Preferred Stock or Seller Stock held by a person who objects to the Effective Time Merger and that are held by any Company Stockholder who shall have neither voted in favor complies with all of the provisions of applicable law concerning the rights of such person to dissent from the Merger nor consented thereto in writing and who shall have demanded properly in writing to require appraisal for of such Company Shares in accordance with Section 262 person's shares of Buyer Stock, Buyer Preferred Stock or Seller Stock, as the DGCL case may be (collectively, the “"Dissenting Shares”) "), shall not be converted into the right to receive shares of Buyer Stock pursuant to Sections 2.01 and 2.02 of this Agreement but shall become the Merger Consideration right to receive such consideration as provided in Section 3.01(b), but rather, may be determined to be due to the holders of Dissenting Shares shall be entitled only to payment of the appraised value holder of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease pursuant to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL)applicable law; provided, however, that if any such holder shall fail to perfect or otherwise shall waivethe Dissenting Shares held by a person at the Effective Time who shall, after the Effective Time, withdraw the demand for appraisal or lose the right to appraisal under the provisions of Section 262 of the DGCLappraisal, then the right of such holder in either case pursuant to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares applicable law, shall be deemed to have been converted converted, as of the Effective Time intoTime, and to have become exchangeable solely forhis or her shares of Buyer Stock, the right to receive the Merger Consideration, without interestBuyer Preferred Stock or Seller Stock, as provided in Section 3.01(b)the case may be, into shares of Buyer Stock pursuant to Sections 2.01 and 2.02 of this Agreement.

Dissenting Shares. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, all Company Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any Company Stockholder who shall have neither voted in favor the stockholders of the Merger nor consented thereto in writing Company who are entitled to demand appraisal and who shall have demanded properly and validly perfected their statutory rights of appraisal in writing appraisal for respect of such Company Shares in accordance with Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (collectively, the “Dissenting Company Shares”) shall not be converted into into, or represent the right to receive the Merger Consideration as provided in Section 3.01(b), but ratherreceive, the holders Per Share Merger Consideration. Such stockholders of Dissenting Shares the Company shall be entitled only to receive payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, except that if any such holder all Dissenting Company Shares held by the stockholders of the Company who shall fail have failed to perfect or otherwise who shall waive, withdraw have effectively withdrawn or lose the right lost their rights to appraisal of such Dissenting Company Shares under the provisions of such Section 262 of the DGCL, then the right of such holder DGCL shall no longer be considered to be paid the appraised value of such holder’s Dissenting Company Shares and shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, as of the Effective Time, the right to receive the Per Share Merger Consideration, net of applicable withholding taxes and without interestinterest thereon, as upon surrender of the certificate or certificates that formerly evidenced such Company Shares in the manner provided in Section 3.01(b)2.9.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Company Shares that are including Section 3.1, shares of NIC Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares) and that are held by any Company Stockholder a holder who shall have neither has not voted in favor of the Merger nor adoption of this Agreement or consented thereto in writing and who shall have is entitled to and has properly demanded properly in writing appraisal for of such Company Shares shares of NIC Common Stock in accordance with Section 262 of the DGCL (collectively, such shares of NIC Common Stock being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect, withdraws, or otherwise loses such holder’s appraisal rights under the DGCL with respect to such shares of NIC Common Stock) shall not be converted into a right to receive the Merger Consideration, but instead shall be entitled to only such consideration as may be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws, or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of NIC Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration as provided in pursuant to Section 3.01(b)3.1, but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existwithout interest thereon, and such holders shares of NIC Common Stock shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to not be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration, without interest, as provided in Section 3.01(b).deemed

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time Time, and that are held by any Company Stockholder who shall have neither voted in favor stockholders of the Merger nor consented thereto in writing and Company who shall have demanded properly in writing are entitled to appraisal for such Company Shares in accordance with rights under Section 262 of the DGCL and have properly exercised and perfected their respective demands for appraisal of such shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (collectively, the “"Dissenting Shares”) "), shall not be converted into or represent the right to receive the Merger Consideration as provided described in Section 3.01(b1.5(a), but rathershall, by virtue of the holders of Dissenting Shares Merger, be entitled to only such consideration as shall be entitled only determined pursuant to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, provided that if any such holder stockholder shall fail have failed to perfect or otherwise shall waive, withdraw have effectively withdrawn or lose the lost such stockholder's right to appraisal and payment under the provisions of Section 262 of the DGCL, then the right such stockholder's shares of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares Company Common Stock shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger Consideration, Consideration (without any interest, ) as provided described in Section 3.01(b1.5(a), and such shares shall not be deemed to be Dissenting Shares. Parent shall promptly deposit with the Paying Agent any additional funds necessary to pay in full the Total Common Stock Consideration so due and payable to such stockholders who have failed to perfect or who shall have effectively withdrawn or lost such right to seek payment of the appraisal value of such Dissenting Shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder a holder who shall have neither voted in favor of the Merger nor consented thereto in writing is entitled to demand and properly demands, exercises and perfects its, his or her appraisal rights with respect to such Shares (“Dissenting Shares”) pursuant to, and who shall have demanded properly complies in writing appraisal for such Company Shares in accordance with all respects with, Section 262 of the DGCL (collectively, the “Dissenting SharesAppraisal Rights”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 3.01(b)Consideration, but rather, the holders of Dissenting Shares instead such holder shall be entitled only to payment of the appraised fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (Appraisal Rights and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and outstanding, shall automatically be cancelled canceled and shall cease to exist, and such holders holder shall cease to have any right rights with respect thereto, except the right to receive the appraised value of such Dissenting Shares rights set forth in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal payment of the fair value of such Dissenting Shares under the provisions of Section 262 of the DGCLAppraisal Rights, then the right of such holder to be paid the appraised fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, for the right to receive receive, the Merger Consideration, without interest, as provided in Section 3.01(b).

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the CICL, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder shareholders who shall have neither voted in favor of validly exercised and not effectively withdrawn or lost their rights to dissent from the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares in accordance with Section 262 238 of the DGCL CICL (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the ; holders of Dissenting Shares being referred to as “Dissenting Shareholders”) shall be cancelled and the Dissenting Shareholders shall not be entitled to receive the Per Share Merger Consideration and shall instead be entitled to receive only to the payment of the appraised value of such Dissenting Shares held by them determined in accordance with the provisions of Section 262 238 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect theretoCICL, except the right to receive the appraised value of such that all Shares held by Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder Shareholders who shall fail have failed to perfect or otherwise who effectively shall waive, withdraw have withdrawn or lose lost their rights to dissent from the right to appraisal Merger under the provisions of Section 262 238 of the DGCL, then the right of such holder CICL shall thereupon (i) not be deemed to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall (ii) be and be deemed to have been cancelled and converted as of the Effective Time into, and to have become exchangeable solely exchanged for, as of the Effective Time, the right to receive the Per Share Merger Consideration, without interestany interest thereon, as in the manner provided in Section 3.01(b)2.04. Parent shall promptly deposit or cause to be deposited with the Paying Agent (and the Paying Agent shall, promptly thereafter, transmit to the Depositary) any additional funds necessary to pay in full the aggregate Per Share Merger Consideration so due and payable to such shareholders who have failed to perfect or who shall have effectively withdrawn or lost such right to seek payment of the value of such Shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Any shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any Company Stockholder who shall have neither not been voted in favor for approval of this Agreement and the Merger nor or consented thereto in writing (or with respect to which the holder has not otherwise effectively waived its rights under Chapter 13 of the Cal Code) and who shall have demanded with respect to which a demand for payment and appraisal has been properly in writing appraisal for such Company Shares made in accordance with Section 262 Chapter 13 of the DGCL Cal Code (collectively, the “Dissenting Shares”) shall will not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, otherwise payable with respect to the holders of Dissenting Company Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at after the Effective Time, except as set forth below. If a holder of Dissenting Shares (a “Dissenting Shareholder”) withdraws his or her demand for such payment and appraisal, with the consent of the Company, or such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and (or such holders shall cease to have any right other shares of Company Common Stock with respect theretoto which dissenters’ rights have not terminated) become ineligible for such payment and appraisal, except then, as of the right to receive Effective Time or the appraised value occurrence of such Dissenting Shares in accordance with the provisions event of Section 262 of the DGCL); providedwithdrawal or ineligibility, howeverwhichever last occurs, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall (or such other shares of Company Common Stock) will cease and such to be Dissenting Shares (or, in the case of such other shares of Company Common Stock, the dissenters’ rights shall have terminated) and will be deemed to be Company Shares and converted into the right to receive, and will be exchangeable for, the Merger Consideration into which such Company Shares would have been converted as of the Effective Time into, and pursuant to have become exchangeable solely for, the right to receive the Merger ConsiderationSection 2.8, without interest, as provided in Section 3.01(b)any interest thereon.

Dissenting Shares. (a) Notwithstanding anything in any other provisions of this Agreement to the contrary, Company Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any Company Stockholder a Person who is a record holder of such Shares and who shall not have neither voted in favor of the Merger nor or consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Common Stock Consideration, Series B Consideration or Series C Consideration, as provided in Section 3.01(b), but rather, the case may be. The holders of Dissenting Shares (the “Dissenting Stockholders”) shall be entitled only to receive payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of such Section 262 of (the DGCL (and“Appraised Value”), at the Effective Time, such except that all Dissenting Shares held by a Person who shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail failed to perfect or otherwise who effectively shall waivehave withdrawn or lost his, withdraw her or lose the right its rights to appraisal of such Shares under the provisions of such Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time intoTime, and to have become exchangeable solely for, for the right to receive receive, without any interest thereon, the Merger Common Stock Consideration, without interestSeries B Consideration or Series C Consideration, as the case may be, upon surrender, payable in the manner provided in Section 3.01(b).3.6, of the certificate or certificates that formerly evidenced such Shares (and Parent or the Surviving Corporation shall promptly deposit into the Payment Fund an amount equal to the consideration payable with respect to such

Dissenting Shares. (a) Notwithstanding anything in this Agreement Annex II to the contrary, shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and that which are held by any Company Stockholder stockholders who shall have neither not voted in favor of or consented to the Subsequent Merger nor consented thereto in writing and who shall have demanded properly delivered a written demand for appraisal of such shares of Company Common Stock in writing appraisal for such Company Shares the time and manner provided in accordance with Section 262 of the DGCL and shall not have failed to perfect or shall not have effectively withdrawn or lost their rights to appraisal and payment under the DGCL (collectively, the “"Dissenting Shares”") shall not be converted into the right to receive the Subsequent Merger Consideration as provided in Section 3.01(b)Consideration, but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of consideration as shall be determined pursuant to Section 262 of the DGCL); provided, however, that if any such holder shall fail have failed to perfect or otherwise shall waivehave effectively withdrawn or lost his, withdraw her or lose the its right to appraisal and payment under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares 's shares of Company Common Stock shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of converted, at the Effective Time intoTime, and to have become exchangeable solely for, into the right to receive the Subsequent Merger ConsiderationConsideration set forth in Section 1.6(a) of this Agreement, without interestany interest thereon, as provided in Section 3.01(b)less any required withholding taxes.

Dissenting Shares. Notwithstanding the foregoing provisions of this Article III, the Dissenting Shares shall not be converted into a right to receive the Merger Consideration and the holders thereof shall be entitled to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the DGCL; provided, however, that (ai) Notwithstanding anything if any such holder of Dissenting Shares shall have failed to establish such holder’s entitlement to appraisal rights as provided in this Agreement Section 262 of the DGCL, or (ii) if any such holder of Dissenting Shares shall have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to appraisal and payment for such holder’s shares under Section 262 of the contraryDGCL, Company Shares that are outstanding such holder shall forfeit the right to appraisal of such shares and each such share shall not constitute a Dissenting Share and shall be treated as if it had been a Common Share immediately prior to the Effective Time and that are held by any Company Stockholder who shall have neither voted in favor converted, as of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the into a right to receive from the appraised value Surviving Corporation the portion of such Dissenting Shares the Merger Consideration deliverable in respect thereof as determined in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Considerationthis Article III, without interest, as provided in Section 3.01(b)any interest thereon.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Company Shares that are outstanding immediately prior contrary (but subject to the Effective Time and that are held by other provisions of this Section 2.4), any Company Stockholder who shall have neither shares of Common Stock for which the holder thereof (i) has not voted in favor of the Merger nor or consented thereto to it in writing and who shall have demanded (ii) has properly and validly exercised their statutory rights of appraisal in writing appraisal for respect of such Company Shares shares of Common Stock in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) ), shall not be converted into the right to receive the Merger Consideration as provided in accordance with Section 3.01(b2.1(c), but rather, instead shall entitle the holders of Dissenting Shares shall be entitled thereof only to payment such rights as may be granted to them under Section 262 of the appraised value of such DGCL; provided that any Dissenting Shares in accordance with the provisions of Share held by a Person that effectively withdraws or loses his, her or its appraisal rights under Section 262 of the DGCL (and, through failure to perfect such appraisal rights or otherwise) will thereupon (i) be deemed no longer to be a Dissenting Share and (ii) be treated as if it had been converted automatically at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, into the right to receive the Merger ConsiderationConsideration upon surrender of the Certificate formerly representing such shares or, without interestin the case of Book-Entry Shares, as provided upon adherence to the procedures set forth in the letter of transmittal, in each case in accordance with Section 3.01(b)2.2.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, the shares of Company Shares Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any the Company Stockholder Stockholders who shall have neither voted did not vote in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares in accordance comply with all of the relevant provisions of Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration as provided and the Buyer shall retain the Merger Consideration applicable to such Dissenting Shares, unless and until such Holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL; and any such Holder shall have only such rights in Section 3.01(b), but rather, respect of the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of owned by them as are provided by Section 262 of the DGCL); provided, however, that if . If any such holder Holder shall fail have failed to perfect or otherwise shall waivehave effectively withdrawn or lost such right, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holderHolder’s Dissenting Shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time intoTime, and to have become exchangeable solely for, for the right to receive the applicable Merger ConsiderationConsideration without any interest thereon, without interestpursuant to the terms of this ARTICLE II. Prior to the Effective Time, as provided the Company will not, except with the prior written consent of the Buyer, voluntarily make any payment with respect to, or settle or offer to settle, any claim made by the Company Stockholders with respect to the Dissenting Shares. Dissenting Shares, if any, after payments of fair value in Section 3.01(b)respect thereto have been made to the Holders thereof pursuant to applicable Law, shall be canceled.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder who shall have neither voted in favor of the Merger nor consented thereto in writing stockholders that are entitled to demand appraisal and who shall have demanded properly in writing appraisal for such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) shall not be converted into into, or represent the right to receive receive, the Merger Consideration Consideration, unless such holder fails to perfect, withdraws or otherwise loses the right to appraisal. At the Effective Time, all Dissenting Shares will no longer be outstanding and automatically will be cancelled and will cease to exist, and, except as otherwise provided in Section 3.01(b)by applicable Laws, but rather, the holders each holder of Dissenting Shares will cease to have any rights with respect to the Dissenting Shares, other than such rights as are granted under such Section 262. Such stockholders shall be entitled only to receive payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of such Section 262 of the DGCL (and262, at the Effective Time, such except that all Dissenting Shares held by stockholders who shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail failed to perfect or otherwise who effectively shall waive, withdraw have withdrawn or lose the right lost their rights to appraisal of such Shares under the provisions of such Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, as of the Effective Time, the right to receive the Merger Consideration, without interestany interest thereon, as upon surrender, in the manner provided in Section 3.01(b)3.02, of the certificate or certificates that formerly evidenced such Shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, if Section 302A.471 of the MBCA is applicable to the Merger, shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Effective Time and that which are held by any Company Stockholder a holder who shall have neither has not voted such Shares in favor of the Merger nor consented thereto in writing and Merger, who shall will have demanded properly in writing appraisal delivered, prior to any vote on the Merger, a written demand for the fair value of such Company Shares in accordance with the manner provided in Section 262 302A.473 of the DGCL MBCA and who, as of the Effective Time, will not have effectively withdrawn or lost such right to dissenters’ rights (collectively, the “Dissenting Shares”) shall will not be converted into the or represent a right to receive the Merger Consideration as provided in pursuant to Section 3.01(b3.1(a), but rather, the holders of Dissenting Shares shall holder thereof will be entitled only to payment such rights as are granted by Section 302A.473 of the appraised value MBCA. Each holder of such Dissenting Shares who becomes entitled to payment for such Shares pursuant to Sections 302A.471 and 302A.473 of the MBCA will receive payment therefor from the Surviving Corporation in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL)MBCA; provided, however, that if any such holder shall fail of Dissenting Shares will have effectively withdrawn such holder’s demand for appraisal of such Shares or lost such holder’s right to perfect or otherwise shall waiveappraisal and payment of such shares under Section 302A.473 of the MBCA, withdraw or lose such holder will forfeit the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of Shares and each such holder’s Dissenting Shares shall cease and such Dissenting Shares shall Share will thereupon be deemed to have been converted canceled, extinguished and converted, as of the Effective Time intoTime, into and to have become exchangeable solely for, represent the right to receive payment from the Surviving Corporation of the Merger Consideration, without interest, as provided in Section 3.01(b3.1(a).

Dissenting Shares. (a) Notwithstanding anything in this Agreement herein to the contrary, Company Shares shares of Consumers Common Stock that are outstanding immediately prior to the Effective Time Date and that are held by any Company Stockholder shareholders, if any, who shall have neither voted in favor are entitled to assert a right to dissent from the Merger and who demand and validly perfect their rights to receive the fair value of their shares with respect to the Merger under Section 1574 of the Merger nor consented thereto in writing and who BCL (the Dissenting Shares ) shall have demanded properly in writing appraisal for be entitled solely to the payment of the fair value of such Company Shares shares in accordance with Section 262 the provisions of the DGCL BCL; except that (collectivelyi) if such demand to receive fair value shall be withdrawn upon the consent of the Surviving Corporation, (ii) if the “Dissenting Shares”) Plan of Merger shall be terminated, or the Merger shall not be consummated, (iii) if no demand or petition for the determination of fair value by a court shall have been made or filed within the time provided in the provisions of the BCL or (iv) if a court of competent jurisdiction shall determine that such holder of Dissenting Shares is not entitled to the relief provided by the provisions of the BCL, the right of such holder of Dissenting Shares to be paid fair value of his shares of Consumers Common Stock shall cease and with respect to clauses (i), (iii) and (iv) above, such Dissenting Shares shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Date, the right to receive the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except without any interest thereon, and with respect to clause (ii) above, the right to receive the appraised value status of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shareholder shall be deemed restored retroactively without prejudice to any corporate proceeding which may have been converted as of taken during the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration, without interest, as provided in Section 3.01(b)interim.

Dissenting Shares. (aA) Notwithstanding anything in this Agreement to the contrary, Company Shares that are outstanding immediately prior to the Effective Time and that are any shares of MINRAD Stock held by any Company Stockholder Person (a "Dissenting Stockholder") who shall have neither voted in favor has demanded and perfected his right for appraisal of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares shares ("Dissenting Shares") in accordance with the DGCL and who, as of the Effective Time, has not effectively withdrawn or lost such right to appraisal shall not be converted as described in Section 3(c)(1) but shall become the right to receive such consideration as may be determined to be due such Dissenting Stockholder pursuant to Section 262 of the DGCL (collectively, the “Dissenting Shares”) and shall not be converted into the right entitled to receive his applicable portion of the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL)consideration; provided, however, that if if, in accordance with such Section of the DGCL, any such holder Dissenting Stockholder shall fail to perfect or otherwise shall waiveperfect, withdraw or otherwise lose the his right to appraisal under the provisions of such Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and held by such Dissenting Shares Stockholder shall thereupon be deemed to have been converted as of the Effective Time into, into and to have become exchangeable solely for, as of the right Effective Time, the right, to receive receive, in accordance with this Section 3(d)(2) and, except as set forth in Section 4, without interest or dividends thereon), for each share (or fraction thereof) of MINRAD Stock, the Merger Consideration, without interest, as provided in Section 3.01(bConsideration (or a corresponding fraction thereof).

Dissenting Shares. (a) Notwithstanding anything in any other provisions of this Agreement to the contrary, any shares of Company Shares Capital Stock that are outstanding immediately prior to the Effective Time and that are held by any Company a Stockholder who shall have neither that has not voted in favor of or consented in writing to the Merger, and who has not waived appraisal rights in connection with the Merger nor consented thereto in writing and who shall have demanded properly in writing demands appraisal for such Company Shares shares pursuant to and in accordance with Section 262 of the DGCL (collectively, together the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as consideration to which such Stockholder is entitled pursuant to Section 1.6(a) unless and until such Stockholder fails to perfect or otherwise waives, withdraws or loses such Stockholder’s right of appraisal under applicable Law or a court of competent jurisdiction determines that such Stockholder is not entitled to the relief provided in Section 3.01(b), but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of by Section 262 of the DGCL (andDGCL. The holder of any Dissenting Shares shall only be entitled to such rights as are provided by the DGCL. If, at after the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder shall fail Stockholder fails to perfect or otherwise shall waivewaives, withdraw withdraws or lose loses such Stockholder’s right of appraisal or a court of competent jurisdiction determines that such Stockholder is not entitled to the right to appraisal under the provisions of relief provided by Section 262 of the DGCL, then the right each share of Company Capital Stock held by such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall Stockholder will be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, into the right to receive the pro rata share of the Common Merger Consideration, Consideration to which such Stockholder is entitled pursuant to Section 1.6(a) without interest, as provided in Section 3.01(b)interest thereon.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to ----------------- the contrary, Company Shares if the DGCL respecting dissenter's rights shall be applicable to the Merger, each share of Common Stock that are is issued and outstanding immediately prior to the Effective Time and that are which is held by any Company Stockholder who shall have neither voted in favor a stockholder of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares exercising dissenter's rights in accordance with Section 262 the DGCL and who, as of the DGCL Effective Time, shall not have effectively withdrawn or lost such right to dissenter's rights (collectively, the “"Dissenting Shares”") shall not be converted into the canceled or represent a right to receive the Merger Consideration as provided Acquiror Common Stock deliverable in respect thereof pursuant to Section 3.01(b)2.05(a) above, but rather, the holders of Dissenting Shares such holder thereof shall be entitled only to payment such rights as are granted by the DGCL. Each holder of the appraised value of such Dissenting Shares who becomes entitled to payment for such shares pursuant to the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, however, that if any such holder of Dissenting Shares shall fail have effectively withdrawn such holder's demand for appraisal of such shares or lost such holder's right to perfect appraisal and payment of such shares under the DGCL, such holder or otherwise holders (as the case may be) shall waive, withdraw or lose forfeit the right to appraisal under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of shares and each such holder’s Dissenting Shares share shall cease and such Dissenting Shares shall thereupon be deemed to have been converted canceled and extinguished, as of the Effective Time intoTime, and to have become exchangeable solely for, represent the right to receive the Merger Consideration, without interest, as provided Acquiror Common Stock deliverable in respect thereof pursuant to Section 3.01(b)2.05(a) above.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, Company Shares that are outstanding immediately prior to the Effective Time and that are held by any Company Stockholder stockholder who shall have neither voted in favor of is entitled to demand and properly demands the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for such Company Shares in accordance with Section 262 of the DGCL (collectively, the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 shall not be converted into into, or represent the right to receive receive, the Merger Consideration as provided in Section 3.01(b), but rather, the holders of Dissenting Shares Consideration. Any such stockholder shall instead be entitled only to receive payment of the appraised fair value of such stockholder’s Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL)262; provided, however, that if all Dissenting Shares held by any such holder stockholder who shall fail have failed to perfect or who otherwise shall waivehave withdrawn, withdraw in accordance with Section 262, or lose the right lost such stockholder’s rights to appraisal of such Shares under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, as of the Effective Time, the right to receive the Merger Consideration, without interestany interest thereon, as upon surrender of the Certificate or Certificates that formerly evidenced such Shares in the manner provided in Section 3.01(b2.02(b) or, if a portion of the Exchange Fund deposited with the Paying Agent to pay for Shares that become Dissenting Shares has been delivered to the Surviving Corporation in accordance with Section 2.02(d), upon demand to the Surviving Corporation.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarycontrary and subject to the applicability of Section 262 of the DGCL to the Second Merger, Company Shares shares of CNG Common Stock (as defined below) that are issued and outstanding immediately prior to the Effective Time of the Second Merger and that which are held by any Company Stockholder stockholders who shall have neither not voted in favor of or consented to the Second Merger nor consented thereto in writing and who shall have demanded properly delivered a written demand for appraisal of such shares in writing appraisal for such Company Shares the time and manner provided in accordance with Section 262 of the DGCL and shall not have failed to perfect or shall not have effectively withdrawn or lost their rights to appraisal and payment under the DGCL (collectively, the “"Dissenting Shares”") shall not be converted into the right to receive the CNG Merger Consideration as provided in Section 3.01(b)Consideration, but rather, the holders of Dissenting Shares shall be entitled only to payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraised value of such Dissenting Shares in accordance with the provisions of consideration as shall be determined pursuant to Section 262 of the DGCL); provided, however, that if any such holder shall fail have failed to perfect or otherwise shall waivehave effectively withdrawn or lost his, withdraw her or lose the its right to appraisal and payment under the provisions of Section 262 of the DGCL, then the right of such holder to be paid the appraised value of such holder’s Dissenting Shares 's shares of CNG Common Stock shall cease and such Dissenting Shares shall thereupon be deemed to be CNG Non-Election Shares and to have been converted as of converted, at the Effective Time intoof the Second Merger, and to have become exchangeable solely for, into the right to receive the CNG Merger ConsiderationConsideration set forth in Section 2.2 of this Agreement, without interest, as provided in Section 3.01(b).any interest thereon. A-9