Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. No Person who, prior to the Effective Time, has perfected a demand for appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands.

Dissenting Shares. No Person whoNotwithstanding anything to the contrary in this Agreement, shares of Company Class A Common Stock which are outstanding immediately prior to the Effective Time, has perfected a demand for Time and are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have demanded appraisal rights pursuant to with respect thereto in accordance with Section 262 of the DGCL Delaware Statute (the "Dissenting Shares") shall not be converted into or be exchangeable for the right to receive shares of Parent Common Stock in accordance with respect to any Dissenting Shares Section 2.1(c), but holders of such shares shall be entitled to receive payment of the Per Share Merger Consideration with respect to appraised value of such Dissenting Shares unless and until such Person shall have effectively withdrawn (shares in accordance with the provisions of such Section 262(k) 262, except that any Dissenting Shares held by a stockholder who shall thereafter withdraw such demand for appraisal of such shares or lose the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment as provided by in Section 262 of shall thereupon be deemed to have been converted into and to have become exchangeable for, at the DGCL with respect to such Dissenting SharesEffective Time, the Merger Consideration, without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisalappraisal of any shares of Company Class A Common Stock, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the Delaware Statute received by the Company relating to Company stockholders’ ' rights of appraisal appraisal, and (ii) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders appraisals under the DGCLDelaware Statute. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalappraisals of Company Class A Common Stock, offer to settle or settle any such demands or approve any withdrawal of any such demands. All payments to holders of Dissenting Shares shall be paid by the Company out of its own funds, and no funds shall be supplied directly or indirectly by Parent for that purpose.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, the Common Shares outstanding immediately prior to the Effective Time, Time and held by a holder who has perfected a demand not voted in favor of the Merger or consented thereto in writing and who has demanded properly in writing appraisal for appraisal rights pursuant to such Common Shares in accordance with Section 262 of the DGCL with respect Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights shall not be converted into or represent the right to any receive the Merger Consideration ("Dissenting Shares Shares"). Such stockholders shall be entitled to receive payment of the Per Share Merger Consideration with respect to appraised value of such Dissenting Common Shares unless and until such Person shall have effectively withdrawn (held by them in accordance with the provisions of such Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such 262, except that all Dissenting Shares. Unless and until a Dissenting Stockholder Shares held by stockholders who shall have failed to perfect or who effectively so shall have withdrawn or lost their rights to appraisal of such Dissenting Stockholder’s Common Shares held by them 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 appraisal pursuant to receive, without any interest thereon, the DGCL with respect to such Dissenting SharesMerger Consideration, such Dissenting Stockholder shall be entitled to receive only upon surrender, in the payment manner provided by in Section 262 1.11.2, of the DGCL with respect to Certificate or Certificates that formerly evidenced such Dissenting Common Shares. The Company shall give Parent (i) PennCorp prompt notice of any written demands for appraisalappraisal received by the Company, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are Delaware law and received by the Company relating to Company stockholders’ rights of appraisal Company, and (ii) PennCorp shall have the opportunity right to participate in all negotiations and proceedings which take place prior with respect to such demands. Prior to the Effective Time with respect to demands for appraisal by Company stockholders under Time, the DGCL. The Company shall not, except with the prior written consent of ParentPennCorp, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle or settle settle, any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares of the Company issued and outstanding immediately prior to the Effective Time, has perfected a demand for Time held by holders (if any) who have not voted in favor of the Merger or consented thereto in writing and who have demanded appraisal rights pursuant to with respect thereto in accordance with Section 262 of the DGCL with respect and, as of the Effective Time, have not failed to any perfect or have not effectively withdrawn or lost their rights to appraisal and payment under Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as described in Section 3.1(a), but holders of such Dissenting Shares shall be entitled to receive payment of the Per Share Merger Consideration with respect to appraised value of such Dissenting Shares unless and until in accordance with the provisions of such Person Section 262 of the DGCL, except that any Dissenting Shares held by a holder who shall have failed to perfect or shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s its right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by under Section 262 of the DGCL with respect shall thereupon be deemed to such have been converted into the right to receive the Merger Consideration and shall no longer be considered Dissenting Shares. The Company shall give Parent (i) prompt notice of any written demands for appraisalappraisal of any shares, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the DGCL received by the Company relating to Company stockholders’ rights of appraisal appraisal, and (ii) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of ParentParent or as required by a court of competent jurisdiction, voluntarily make any payment with respect to any demands for appraisal, appraisal of Dissenting Shares or offer to settle or settle any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Class A Shares issued and outstanding immediately prior to the Effective TimeTime that are held by any holder who is entitled to demand and properly demands appraisal of such Class A Shares pursuant to, has perfected a demand for appraisal rights pursuant to Section and who complies in all respects with, section 262 of the DGCL with respect (“Dissenting Shares”) shall not be converted into the right to any receive the Class A Merger Consideration, unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to appraisal under the DGCL. Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (treated in accordance with Section 262(k) section 262 of the DGCL) . If any such holder fails to perfect or lost withdraws or loses any such Person’s right to appraisal, each such Class A Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so has been irrevocably lost, withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to expired, the DGCL Class A Merger Consideration in accordance with respect to such Dissenting Shares, such Dissenting Stockholder section 2.1(a). Pivotal shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares. The Company shall give Parent (i) serve prompt notice to VMware of any written demands for appraisalappraisal of any Class A Shares, attempted withdrawals of such demands, notices or demands and any other instruments served pursuant to applicable Law that are received by the Company Pivotal relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands.to

Dissenting Shares. No Person whoNotwithstanding anything in this ----------------- Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, Time and held by a holder who has perfected a demand not voted in favor of the Merger or consented thereto in writing and who shall have demanded properly in writing appraisal for appraisal rights pursuant to such Shares in accordance with Section 262 of the DGCL with respect Delaware Law (collectively, the "Dissenting Shares") shall not be converted into a right to any Dissenting Shares receive the Per Share Amount unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal under the Delaware Law. Such stockholders shall be entitled to receive payment of the Per Share Merger Consideration with respect to appraised value of such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) 262 of the DGCL) Delaware Law, except all Dissenting Shares held by stockholders who have failed to perfect or who effectively shall have withdrawn or lost such Person’s their right to appraisal pursuant to the DGCL with respect to of such Dissenting Shares. Unless and until Shares shall be deemed to have been converted as of the Effective Time into a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to receive the DGCL with respect to such Dissenting SharesPer Share Amount without interest thereon, such Dissenting Stockholder shall be entitled to receive only upon surrender, in the payment manner provided by in Section 262 3.02 hereof, of the DGCL with respect to certificate(s) that formerly evidenced such Dissenting Shares. The Company shall give provide Parent (i) prompt notice of and copies of any written demands received by the Company for appraisalappraisal of Shares, attempted withdrawals of such demands, and any other instruments served pursuant to applicable the Delaware Law that are and received by the Company relating to Company stockholders’ rights of appraisal and and, (ii) prior to the opportunity Effective Time, the right to participate in direct all negotiations and proceedings which take place prior with respect to such demands. Prior to the Effective Time with respect to demands for appraisal by Company stockholders under Time, the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time, Time that are held by any holder who has perfected a not voted in favor of the Merger and who is entitled to demand for and properly demands appraisal rights of such Shares pursuant to Section 262 of the DGCL with respect (“Dissenting Shares”) shall not be converted into the right to any receive the Merger Consideration, unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to appraisal under the DGCL. Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (treated in accordance with Section 262(k) 262 of the DGCL) . If any such holder fails to perfect or lost withdraws or loses any such Person’s right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so has been irrevocably lost, withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to expired, the DGCL Merger Consideration in accordance with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares2.1(a). The Company shall give Parent (i) serve prompt notice to Parent of any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, notices or demands and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal to appraisal, and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLsuch demands. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, settle or offer to settle settle, or settle approve any withdrawal of any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective TimeTime and which are held by stockholders who shall not have voted to adopt this Agreement and who properly demand appraisal for such Shares in accordance with Section 262 of the Corporation Law (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, has perfected a demand for appraisal rights but shall be converted into the right to receive such consideration as may be determined to be due to holders of Dissenting Shares pursuant to Section 262 of the DGCL with respect Corporation Law, unless such holder fails to any perfect or withdraws or otherwise loses his rights to appraisal. If, after the Effective Time, a holder of Dissenting Shares fails to perfect or withdraws or loses his right to appraisal, such Dissenting Shares shall thereupon be entitled deemed to have been converted, at the Effective Time, into the right to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting SharesConsideration, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shareswithout any interest thereon. The Company shall give Parent and Merger Sub (ia) prompt written notice (but in any event within forty-eight (48) hours) of any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable the Corporation Law that are and received by the Company relating to Company stockholders’ rights to be paid the “fair value” of appraisal Dissenting Shares, as provided in Section 262 of the Corporation Law and (iib) the opportunity to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLCorporation Law. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisalappraisals of capital stock of the Company, offer to settle or settle any such demandsdemands or approve any withdrawal of any such demands except to the extent required by applicable law.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, shares of Class A Stock outstanding immediately prior to the Effective Time, has perfected Time and which are held by a demand stockholder (i) who shall have neither voted for appraisal rights pursuant to Section 262 adoption of this Agreement and the DGCL with respect to any Dissenting Shares Merger nor consented thereto in writing and (ii) who shall be entitled to and shall have demanded properly in writing appraisal for such shares in accordance with Section 910 of the NYBCL (“Dissenting Shares“), shall not be converted into the right to receive the Per Share Merger Consideration with respect to such Dissenting Shares at the Effective Time unless and until the holder of such Person shares of Class A Stock fails to perfect, withdraws or otherwise loses such holder’s right to appraisal. If a holder of Dissenting Shares shall have effectively withdrawn withdraw (in accordance with Section 262(k) 910 of the DGCLNYBCL) the demand for such appraisal or lost shall become ineligible for such Personappraisal, then, as of the Effective Time or the occurrence of such event, whichever last occurs, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall be converted or deemed to have been converted, as the case may be, into the right to appraisal pursuant to receive the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to Merger Consideration in the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment manner provided by in Section 262 of the DGCL with respect to such Dissenting Shares1.07. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals (or attempted withdrawals withdrawals) of such demands, demands for appraisal and any other instruments served pursuant to applicable Law that are Section 910 of the NYBCL and received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLappraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands.

Dissenting Shares. No Person who(a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, Time and held by a holder who has perfected a demand for appraisal rights pursuant to not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights shall not have any rights of a stockholder of the Company or the Surviving Corporation with respect to any such Shares, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares shall be entitled to receive payment of the Per Share Merger Consideration with respect to appraised value of such Dissenting Shares unless and until such Person shall have effectively withdrawn (held by him, her or it in accordance with Section 262(k) 262 of the DGCL) , unless, after the Effective Time, such holder fails to perfect or lost such Person’s withdraws or loses his, her or its right to appraisal appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificates or Book-Entry Shares, pursuant to the DGCL Section 2.2. The parties hereby agree and acknowledge that in any appraisal proceeding with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such and to the fullest extent permitted by applicable Law, the fair value of the Dissenting Stockholder Shares shall be entitled to receive only the payment provided by determined in accordance with Section 262 of the DGCL with respect without regard to such Dissenting Shares. The Company shall give the Top-Up Option, the Top-Up Shares or any promissory note delivered by Sub or Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal and (ii) in payment for the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demandsTop-Up Shares.

Dissenting Shares. No Person who(a) Notwithstanding the provisions of Section 1.7 or any other provision of this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective TimeTime and which are held of record by stockholders who have the right to, has perfected a demand for and who properly perfect the right to, an appraisal rights pursuant to of such Shares in accordance with Section 262 of the DGCL with respect (or any successor provision) (the "Dissenting Shares") shall not be converted into the right to any receive the Merger Consideration at or after the Effective Time, unless and until the holder of such Dissenting Shares shall be entitled have failed to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person perfect or shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant and payment under the DGCL. If a holder of Dissenting Shares shall have so failed to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder perfect or shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to and payment, then, as of the DGCL with respect to Effective Time or the occurrence of such Dissenting Sharesevent, whichever last occurs, such holder's Dissenting Stockholder Shares shall automatically be entitled converted into and represent the right to receive only the payment Merger Consideration, without any interest thereon, as provided by in Section 262 of the DGCL with respect to such Dissenting Shares1.7(a). (b) The Company or the Surviving Corporation, as the case may be, shall give Parent Harcxxxx (ix) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, demands for appraisal and any other instruments served pursuant to applicable Law that are Section 262 of the DGCL received by the Company relating to Company stockholders’ rights of appraisal or the Surviving Corporation, as the case may be, and (ii) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under Section 262 of the DGCL. The Company shall notor the Surviving Corporation, except with as the prior written consent of Parentcase may be, will not voluntarily make any payment with respect to any demands for appraisalappraisal and will not, except with the prior written consent of Harcourt, settle or offer to settle or settle any such demands.. SECTION 1.10

Dissenting Shares. No Person whoNotwithstanding anything in ----------------- this Agreement to the contrary, in the event that dissenters' rights are available in connection with the Merger pursuant to Title 3, Subtitle 2 of the MGCL, Shares that are issued and outstanding immediately prior to the Effective Time, has perfected a demand for appraisal rights pursuant to Section 262 Time and that are held by stockholders who did not vote in favor of the DGCL Merger and who comply with respect to any all of the relevant provisions of Title 3, Subtitle 2 of the MGCL (the "Dissenting Shares Shares") shall not be entitled converted into or be exchangeable for the right to receive the Per Share Cash Merger Consideration with respect Consideration, but instead shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Shares stockholders pursuant to Title 3, Subtitle 2 of the MGCL, unless and until such Person holders shall have failed to perfect or shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right their rights to appraisal pursuant under the MGCL. If any such holder shall have failed to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder perfect or shall have effectively so withdrawn or lost such Dissenting Stockholder’s right, such holder's Shares shall thereupon be deemed to have been converted into and to have become exchangeable for the right to appraisal pursuant to the DGCL with respect to such Dissenting Sharesreceive, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 as of the DGCL with respect to such Dissenting SharesEffective Time, the Cash Merger Consideration without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals appraisal of such demands, and any other instruments served pursuant to applicable Law that are Shares received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLany such demands. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands.

Dissenting Shares. No Person who(a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, Time and held by a holder who has perfected a demand for not voted in favor of the Merger or consented thereto in writing and who has duly demanded appraisal rights pursuant to under and otherwise complied in all respects with Section 262 of the DGCL (the “Dissenting Shares”) will not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of the Company or the Surviving Corporation with respect to any such Shares, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares shall will be entitled to receive payment of the Per Share Merger Consideration with respect to appraised value of such Dissenting Shares unless and until such Person shall have effectively withdrawn (held by him, her or it in accordance with Section 262(k) 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as if they had been converted into the right to receive the Merger Consideration at the Effective Time, without interest thereon, upon surrender of certificates (or affidavits of loss in lieu thereof as provided in Section 2.4(f)) or lost such Person’s right to appraisal book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the DGCL with respect Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such Dissenting Shares. Unless and until a Dissenting Stockholder stockholder who shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to obtain payment of the DGCL with respect to fair market value of such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective TimeTime and held by a holder who is entitled to demand and has properly demanded appraisal for such Shares in accordance with, has perfected a demand for appraisal rights pursuant to and who complies in all respects with, Section 262 of the DGCL with respect to any (such Shares, the “Dissenting Shares shall Shares”) will not be entitled converted into the right to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless Consideration, and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of will instead represent the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with DGCL. 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, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to such have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Shares. The Company shall will give Parent (i) prompt notice of any written demands received by the Company for appraisalappraisal of Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Company stockholders’ rights to be paid the fair value of appraisal Dissenting Shares, and (ii) Parent will have the opportunity right to participate in and direct all negotiations and proceedings which take place prior to the Effective Time Proceedings with respect to demands for appraisal by Company stockholders under the DGCLsuch demands. The Company shall will not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or compromise or offer to settle or settle compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. No Person whoNotwithstanding any provision of Section 2.1 hereof to the contrary, prior shares of Company Common Stock which are held by holders of such shares who have not voted in favor of the Merger, who are entitled to dissent and who have delivered a written notice of intent to demand payment for such shares in the manner provided in Section 262 of the Delaware Corporation Law ("Dissenting Shares"), shall not be converted into or exchanged for or represent the right to receive any shares of Parent Common Stock, unless such holder fails to perfect or effectively withdraws or loses such rights to payment. If, after the Effective Time, has perfected a demand for appraisal rights such holder fails to perfect or effectively withdraws or loses such right to payment, then such Dissenting Shares shall thereupon be deemed to have been converted into and exchanged pursuant to Section 262 2.1 hereof, as of the DGCL with respect to any Dissenting Shares shall be entitled Effective Time, for the right to receive shares of Parent Common Stock issued in the Per Share Merger Consideration with respect to which the holder of such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) shares of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting SharesCompany Common Stock is entitled, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shareswithout any interest thereon. The Company shall give Parent (i) prompt notice of any written notices and demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to for payment for shares of Company stockholders’ rights of appraisal Common Stock, and (ii) Parent shall have the opportunity right to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLsuch notices and demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands. Prior to the Effective Time, the Company shall establish an escrow account with a financial institution and the Company shall fund such escrow account with cash or cash equivalents in an amount sufficient to make all payments to holders of Dissenting Shares. Such escrow account shall survive the Merger. All payments to holders of Dissenting Shares shall be made out of such escrow account, and no such payments shall be made or otherwise funded by Parent.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time, has perfected a demand for Time and which are held by stockholders properly exercising appraisal rights pursuant to available under Section 262 of the DGCL with respect (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to any receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to receive payment of the Per Share Merger Consideration with respect to such appraised value of the Dissenting Shares unless held by them to the extent permitted by and until in accordance with Section 262 of the DGCL. If any such Person holder shall have failed to perfect or shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Personright to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so been irrevocably lost, withdrawn or lost such Dissenting Stockholder’s right expired, the Merger Consideration, without interest, and subject to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Sharesdeduction for any required withholding Tax. The Company shall give Parent and Merger Sub (i) prompt written notice of any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Company stockholders’ rights to be paid the “fair value” of appraisal Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of ParentParent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisalappraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. No Person whoNotwithstanding Section 2.7, if required by Sections 60.551 to 60.594 of the OBCA (but only to the extent required thereby), Common Shares outstanding immediately prior to the Effective Time, Time and held by a holder who has perfected a demand for appraisal rights pursuant to Section 262 not voted in favor of the DGCL with respect Merger or consented thereto in writing and who has demanded appraisal for such Common Shares in accordance with, and who have complied with, Sections 60.551 to any 60.594 of the OBCA (“Dissenting Shares”) shall not be converted into a right to receive the Merger Price, and holders of such Dissenting Shares shall will be entitled to receive payment of the Per Share Merger Consideration with respect to fair value of such Dissenting Shares in accordance with the provisions of such Sections 60.551 to 60.594 unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) holder fails to perfect or lost such Person’s withdraws or otherwise loses his right to appraisal pursuant under the OBCA. If after the Effective Time such holder fails to perfect or withdraws or loses his right to appraisal, such Common Shares shall be treated as if they had been converted as of the DGCL Effective Time into a right to receive the Merger Price, without any interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Price for such Common Shares without any interest. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided under Sections 60.551 to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 60.594 of the DGCL with respect to such Dissenting SharesOBCA and as provided in the previous sentence. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights for appraisal of appraisal Common Shares, and (ii) Parent shall have the opportunity right to participate in and to control all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands.

Dissenting Shares. No Person whoNotwithstanding any provision of Section 3.01 hereof to the contrary, prior shares of Company Capital Stock which are held by holders of such shares who have not voted in favor of the Merger, who are entitled to dissent and who have delivered a written notice of intent to demand payment for such shares in the manner provided in Section 481 et seq. of the General Corporation Law ("DISSENTING SHARES"), shall not be converted into or exchanged for or represent the right to receive any shares of Parent Common Stock, unless such holder fails to perfect or effectively withdraws or loses such rights to payment. If, after the Effective Time, has perfected a demand for appraisal rights such holder fails to perfect or effectively withdraws or loses such right to payment, then such Dissenting Shares shall thereupon be deemed to have been converted into and exchanged pursuant to Section 262 3.01 hereof, as of the DGCL with respect to any Dissenting Shares shall be entitled Effective Time, for the right to receive shares of Parent Common Stock issued in the Per Share Merger Consideration with respect to which the holder of such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) shares of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting SharesCompany Capital Stock is entitled, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shareswithout any interest thereon. The Company shall give Parent (i) prompt notice of any written notices and demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to for payment for shares of Company stockholders’ rights of appraisal Capital Stock, and (ii) Parent shall have the opportunity right to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLsuch notices and demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands. Prior to the Effective Time, the Company shall establish an escrow account with a financial institution and the Company shall fund such escrow account with cash or cash equivalents in an amount sufficient to make all payments to holders of Dissenting Shares. Such escrow account shall survive the Merger. All payments to holders of Dissenting Shares shall be made out of such escrow account, and no such payments shall be made or otherwise funded by Parent.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, the Common Shares outstanding immediately prior to the Effective Time, Time and held by a holder who has perfected a demand not voted in favor of the Merger or consented thereto in writing and who has demanded properly in writing appraisal for appraisal rights pursuant to such Common Shares in accordance with Section 262 of the DGCL with respect Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights shall not be converted into or represent the right to any receive the Merger Consideration ("Dissenting Shares Shares"). Such stockholders shall be entitled to receive payment of the Per Share Merger Consideration with respect to appraised value of such Dissenting Common Shares unless and until such Person shall have effectively withdrawn (held by them in accordance with the provisions of such Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such 262, except that all Dissenting Shares. Unless and until a Dissenting Stockholder Shares held by stockholders who shall have failed to perfect or who effectively so shall have withdrawn or lost their rights to appraisal of such Dissenting Stockholder’s Common Shares held by them 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 appraisal pursuant to receive, without any interest thereon, the DGCL with respect to such Dissenting SharesMerger Consideration, such Dissenting Stockholder shall be entitled to receive only upon surrender, in the payment manner provided by in Section 262 1.10.2, of the DGCL with respect to Certificate or Certificates that formerly evidenced such Dissenting Common Shares. The Company shall give Parent (i) Acquiror prompt notice of any written demands for appraisalappraisal received by the Company, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are Delaware law and received by the Company relating to Company stockholders’ rights of appraisal Company, and (ii) Acquiror shall have the opportunity right to participate in all negotiations and proceedings which take place prior with respect to such demands. Prior to the Effective Time with respect to demands for appraisal by Company stockholders under Time, the DGCL. The Company shall not, except with the prior written consent of ParentAcquiror, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle or settle settle, any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective TimeTime and which are held by stockholders who did not vote in favor of the Merger and who meet all of the requirements of, has perfected a demand for appraisal rights pursuant to and who comply with, all of the relevant provisions of Section 262 of the DGCL with respect (the "DISSENTING SHARES") shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be entitled to receive exchangeable for), as of the Per Share Effective Time, the Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shareswithout any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Company stockholders’ ' rights of appraisal and (ii) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalappraisals of capital stock of the Company, offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person who, prior Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately before the Effective Time, has perfected a demand Time and that are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised appraisal rights with respect thereto 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), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL with respect DGCL; PROVIDED, HOWEVER, that if such holder fails to any Dissenting Shares perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be entitled deemed to have been converted, at the Effective Time, into the right to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) Consideration, without any interest thereon, upon surrender of the DGCL) Certificate or lost such Person’s right to appraisal pursuant to Certificates in the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment manner provided by in Section 262 of the DGCL with respect to such Dissenting Shares2.8 hereof. The Company shall will give Parent (ia) prompt notice of any written demands for appraisal, attempted (or withdrawals of such demands, ) for appraisal received by the Company pursuant to the applicable provisions of the DGCL and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Company stockholders’ rights of appraisal and (iib) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall will not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal, appraisal or offer to settle settle, or settle settle, any such demands.

Dissenting Shares. No Person who(a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, Shares that are outstanding immediately prior to the Effective TimeTime and that are held by any stockholder who is entitled to demand and properly demands (and does not timely withdraw such demand) appraisal of such Shares (the “Dissenting Shares”) pursuant to, has perfected a demand for appraisal rights pursuant to and who complies in all respects with, the provisions of Section 262 of the DGCL with respect shall not be converted into, or represent the right to any Dissenting Shares receive, the Merger Consideration. Any such stockholder shall instead be entitled to receive payment of the Per Share Merger Consideration with respect to fair value of such stockholder’s Dissenting Shares unless and until such Person in accordance with the provisions of Section 262 of the DGCL; provided, however, that all Dissenting Shares held by any stockholder who shall have effectively withdrawn (failed to perfect or who otherwise shall have withdrawn, in accordance with Section 262(k) 262 of the DGCL) , or lost such Personstockholder’s right rights to appraisal pursuant to the DGCL with respect to of such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Shares under Section 262 of the DGCL with respect shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates that formerly evidenced such Dissenting SharesShares in the manner provided in Section 2.02(b) and (c), as applicable. The Company shall give Parent (i) prompt notice of any written demands received by the Company for appraisalappraisal of any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or agree to make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands.

Dissenting Shares. No Person who(a) Notwithstanding any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time, has Time and that are held by stockholders who have demanded and perfected a demand for appraisal rights pursuant to Section 262 of for such Shares in accordance with the DGCL with respect (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to any Dissenting receive the applicable Parent Common Shares and cash. Such stockholders shall be entitled to receive payment of the Per Share Merger Consideration appraised value of such shares of Company Common Stock held by them in accordance with respect to such Dissenting Shares the DGCL, unless and until such Person stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Shares held by stockholders who shall have failed to perfect or who shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s their right to appraisal of such Shares under the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the amount of cash, without any interest thereon, and number of Parent Common Shares (and dividends or other distributions pursuant to the DGCL with respect Section 2.02(c), if any) to which such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal holder is entitled pursuant to Section 2.01 and cash in lieu of fractional shares, without any interest thereon, to which such holder is entitled pursuant to Section 2.02(e), upon the DGCL with respect to such Dissenting Sharessurrender, such Dissenting Stockholder shall be entitled to receive only in the payment manner provided by in Section 262 2.02, of the DGCL with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demandscorresponding Certificate.

Dissenting Shares. No Person whoIf dissenters’ rights are available under the California GCL to holders of shares of capital stock of the Company in connection with the Merger, prior any issued and outstanding share of capital stock of the Company that are held by a shareholder who (a) did not vote such shareholder’s shares of capital stock of the Company in favor of the Merger (or did not consent thereto in writing, if approval of the Merger is obtained by written consent), (b) is entitled to demand and properly demands that the Company purchase such shares at their fair market value in accordance with Section 1301 of the California GCL, (c) has submitted such shares for endorsement in accordance with Section 1302 of the California GCL and (d) has not otherwise failed to perfect or effectively withdrawn or lost such right to require the Company to so purchase such shares, shall not be converted into or exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holders thereof shall be entitled to have the Dissenting Shares purchased by the Company for cash at the fair market value thereof as agreed upon or determined in accordance with the provisions of Chapter 13 of the California GCL, unless and until the holder of such Dissenting Shares shall have failed to perfect or shall have effectively withdrawn his demand for such dissenters’ rights or otherwise loses his dissenters’ rights. If a holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn his demand for dissenters’ rights or shall otherwise lose his dissenters’ rights, then, such Dissenting Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, has perfected a demand for appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demandsConsideration.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time that are held by a holder who has delivered a written demand for appraisal of such Shares in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into the right to receive the Per Share Amount as provided in Section 2.10 hereof, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal and payment under the DGCL. Such holder shall be entitled to receive payment of the appraised value of such Shares in accordance with the provisions of the DGCL provided that such holder complies with the provisions of Section 262 of the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Amount, without interest thereon. The Company shall give Parent prompt notice of any demands received by the Company for appraisal of Shares, and, prior to the Effective Time, has perfected a demand for appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person Parent shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior with respect to such demands and be consulted with respect to the Company’s response thereto. Prior to the Effective Time with respect to demands for appraisal by Company stockholders under Time, the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time, Time and held by a holder who has perfected a demand not voted in favor of the Merger or consented thereto in writing and who has properly demanded appraisal for appraisal rights pursuant to such Company Common Stock in accordance with the requirements of Section 262 of the DGCL with respect (the “Dissenting Shares”) shall not be converted into the right to any Dissenting Shares receive the relevant Merger Consideration and the holders thereof shall be entitled to only such rights as are granted by the DGCL, unless such holder fails to perfect, withdraws or otherwise loses the right to appraisal, in which case such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Per Share relevant Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (Consideration, as set forth in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares3.1, without any interest thereon. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares. The Company shall give Parent (i) Acquiror prompt notice of any written demands received by Company for appraisalappraisal of shares of Company Common Stock, attempted withdrawals of such demands, and any other instruments or documents served pursuant to applicable Law that are the DGCL and received by the Company, and Company relating to Company stockholders’ rights of appraisal and (ii) shall give Acquiror the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLsuch demands. The Company shall not, except Except with the prior written consent of ParentAcquiror, voluntarily Company shall not make any payment with respect to any demands for appraisalto, or offer to settle or settle settle, any such demands. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares under the provisions of Section 262 of the DGCL, will receive payment thereof from the Surviving Corporation and as of the Effective Time such shares of Company Common Stock will no longer be outstanding and will automatically be canceled and retired and will cease to exist.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who demands in writing appraisal for such Shares in accordance with Section 262 of the GCL, if such Section 262 provides for appraisal rights for such Shares in the Merger ("Dissenting Shares"), shall not be converted into the right to receive the Merger Price as provided in Section 2.07 but shall be entitled to receive the consideration as shall be determined pursuant to Section 262 of GCL, unless and until such holder fails to perfect or withdraws or otherwise loses his right to appraisal and payment under the GCL. If, after the Effective Time, any such holder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Price, if any, to which such holder is entitled, without interest or dividends thereon. The Company shall give Parent prompt notice of any demands received by the Company for appraisal of Shares, withdrawals of such demands and any other instruments served pursuant to the GCL and received by the Company and, prior to the Effective Time, has perfected a demand for appraisal rights pursuant Parent shall have the right to Section 262 of the DGCL with respect to any Dissenting Shares shall be entitled to receive the Per Share Merger Consideration direct all negotiations and proceedings with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Sharesdemands. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior Prior to the Effective Time with respect to demands for appraisal by Company stockholders under Time, the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares (other than any Shares to be cancelled pursuant to Sections 2.7(b) and 2.7(c) or which are Rollover Securities) outstanding immediately prior to the Effective Time, Time and held by a holder who has perfected a demand not voted in favor of the Merger or consented thereto in writing and who is entitled to and has properly demanded appraisal for appraisal rights pursuant to such Shares in accordance with Section 262 of the DGCL with respect to any DGCL, if such Section provides for appraisal rights for such Shares in the Merger (“Dissenting Shares Shares”), shall not be entitled converted into or be exchangeable for the right to receive a portion of the Per Share Net Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) holder fails to perfect or lost such Person’s withdraws or otherwise loses his right to appraisal pursuant and payment under the DGCL. If, after the Effective Time, any such holder fails to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn perfect or lost such Dissenting Stockholder’s withdraws or loses his right to appraisal pursuant to the DGCL with respect to such Dissenting Sharesappraisal, such Dissenting Stockholder Shares shall thereupon be entitled treated as if they had been converted as of the Effective Time into the right to receive only the payment provided by Section 262 portion of the DGCL with respect Net Merger Consideration, if any, to which such Dissenting Sharesholder is entitled, without interest. The Company shall give Parent the Acquiror (i) reasonably prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating for appraisal of Shares pursuant to Company stockholders’ rights of appraisal the DGCL and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parentthe Acquiror (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle any settle, such demands.

Dissenting Shares. No Person whoFor purposes of this Agreement, “Dissenting Shares” mean any shares of Company Capital Stock outstanding immediately prior to the Effective TimeTime and held by a person who has not voted such shares in favor of the adoption of this Agreement and the Merger, has perfected a properly demanded appraisal for such shares in accordance with Delaware Law and has not effectively withdrawn or forfeited such demand for appraisal rights pursuant appraisal. Notwithstanding anything to Section 262 of the DGCL with respect to any contrary contained herein, Dissenting Shares shall will not be entitled converted into a right to receive the Per Share Merger Consideration with respect unless such holder fails to perfect or withdraws or otherwise loses its rights to appraisal or it is determined that such Dissenting Shares unless and until such Person shall holder does not have effectively withdrawn (appraisal rights in accordance with Section 262(k) Delaware Law. If after the Effective Time, such holder fails to perfect or withdraws or loses its right to appraisal, or if it is determined that such holder does not have appraisal rights, such shares will be treated as if they had been converted as of the DGCL) or lost such Person’s Effective Time into the right to appraisal pursuant to receive the DGCL with respect to such Dissenting Sharesmerger consideration set forth in Section 1.6(a) hereof (if any). Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares. The Company shall will give Parent (i) prompt notice of any written demands received by Company for appraisalappraisal of shares of Company Capital Stock, attempted withdrawals of such demands, and any other instruments served pursuant that relate to applicable Law that are such demands received by the Company. Parent and Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to shall jointly participate in all negotiations and proceedings which take place prior to the Effective Time with respect to such demands for appraisal except as limited by applicable Legal Requirements. Neither Parent nor Company stockholders under the DGCL. The Company shall notwill, except with the prior written consent of Parentthe other, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands, unless and to the extent required to do so under applicable Legal Requirements.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time, Time that are held by any holder who has perfected a not voted in favor of the Merger and who is entitled to demand for and properly demands appraisal rights of such Shares pursuant to Section 262 1300 of the DGCL with respect CGCL (“Dissenting Shares”) shall not be converted into the right to any receive the Merger Consideration, unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder's right to appraisal under the CGCL. Dissenting Shares shall be entitled treated in accordance with Chapter 13 of the CGCL. If any such holder fails to receive perfect or withdraws or loses any such right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the Per Share right to receive, as of the later of the Effective Time and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares3.1(a). The Company shall give Parent (i) serve prompt notice to Parent of any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, notices or demands and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal to appraisal, and (ii) Parent shall have the opportunity right to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLsuch demands. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, settle or offer to settle settle, or settle approve any withdrawal of any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, prior any Shares which are held by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such Shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 351.455 of the MGBCL (the “Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive the applicable Merger Consideration, but instead such holder shall be entitled only to such rights as are accorded under Section 351.455 of the MGBCL (and at the Effective Time, has perfected a demand for appraisal rights pursuant to Section 262 of the DGCL with respect to any such Dissenting Shares shall no longer be entitled outstanding and shall automatically be canceled and shall cease to receive the Per Share Merger Consideration exist, and such holder shall cease to have any rights with respect to such Dissenting Shares thereto, except the rights set forth in Section 351.455 of the MGBCL), unless and until such Person holder shall have failed to perfect or shall have effectively withdrawn (or lost its right to appraisal under the MGBCL. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be treated as if they had been converted into the right to receive, as of the Effective Time, the applicable Merger Consideration for each such Share, in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares3.1, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shareswithout interest. The Company shall give Parent (i) prompt notice of any written demands demand for appraisal, appraisal or attempted withdrawals withdrawal of such demands, and any other instruments served pursuant to applicable Law demand that are is received by the Company relating to Company stockholdersshareholders’ rights of appraisal and (ii) appraisal. Parent shall have the opportunity right to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders shareholders under the DGCLMGBCL. The Except to the extent required by applicable Law, the Company shall not, except not voluntarily offer to make or make any payment with respect to any demand for appraisal without the prior written consent of Parent, voluntarily make any payment with respect not to any demands for appraisalbe unreasonably withheld, offer to settle delayed or settle any such demandsconditioned.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time, Time and that are held by a holder who was entitled to and has perfected a demand for validly demanded appraisal rights pursuant to in accordance with Section 262 of the DGCL with respect to any ("Dissenting Shares Shares") shall not be entitled converted into the right to receive the Per Share Merger Consideration unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder's appraisal rights under the DGCL, but instead shall be converted into the right to receive such consideration determined to be due to such holder from the Surviving Corporation with respect to such Dissenting Shares unless and until in accordance with the DGCL. If any such Person holder shall have failed to perfect or shall have effectively withdrawn (or lost such appraisal rights pursuant to the DGCL, each Dissenting Share of such holder shall be treated as a share of Company Common Stock that had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares2.1(c). The Company shall give Parent (i) prompt notice to Parent of any written demands for appraisaldemands, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the DGCL received by the Company relating to for appraisal of shares of Company stockholders’ rights of appraisal Common Stock, and (ii) Parent shall have the opportunity right to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under such demands. Other than pursuant to an Order (as hereinafter defined), the DGCL. The Company shall not, except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to any demands for appraisalto, settle, offer to settle or settle approve any withdrawal of, any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, has perfected a demand Time that are held by stockholders (i) who shall have neither voted for approval and adoption of this Agreement and the Merger nor consented thereto in writing and (ii) who shall be entitled to and shall have demanded properly in writing appraisal rights pursuant to for such Shares in accordance with Section 262 of the DGCL with respect ("Dissenting Shares"), shall not be converted into the right to any receive the Merger Consideration at or after the Effective Time unless and until the holder of such Shares fails to perfect, withdraws or otherwise loses such holder's right to appraisal. If a holder of Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn withdraw (in accordance with Section 262(k) of the DGCL) his or lost her demand for such Person’s appraisal or shall become ineligible for such appraisal, then, as of the Effective Time or the occurrence of such event, whichever last occurs, such holder's Dissenting Shares shall cease to be Dissenting Shares and shall be converted into the right to appraisal pursuant to receive the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to Merger Consideration, without interest thereon in the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment manner provided by in Section 262 of the DGCL with respect to such Dissenting Shares2.07 hereof. The Company or the Surviving Corporation, as the case may be, shall give Parent (ia) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, demands for appraisal and any other instruments served pursuant to applicable Law that are Section 262 of the DGCL and received by the Company relating to Company stockholders’ rights of appraisal and (iib) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLappraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands.

Dissenting Shares. No Person whoFor purposes of this Agreement, “Dissenting Shares” mean any shares of Company Capital Stock outstanding immediately prior to the Effective TimeTime and held by a person who has not voted such shares in favor of the adoption of this Agreement and the Merger, has perfected a properly demanded appraisal for such shares in accordance with Delaware Law and has not effectively withdrawn or forfeited such demand for appraisal rights pursuant appraisal. Notwithstanding anything to Section 262 of the DGCL with respect to any contrary contained herein, Dissenting Shares shall will not be entitled converted into a right to receive the Per Share Merger Consideration with respect unless such holder fails to perfect or withdraws or otherwise loses its rights to appraisal or it is determined that such Dissenting Shares unless and until such Person shall holder does not have effectively withdrawn (appraisal rights in accordance with Section 262(k) Delaware Law. If after the Effective Time, such holder fails to perfect or withdraws or loses its right to appraisal, or if it is determined that such holder does not have appraisal rights, such shares will be treated as if they had been converted as of the DGCL) or lost such Person’s Effective Time into the right to appraisal pursuant to receive the DGCL with respect to such Dissenting Sharesmerger consideration set forth in Section 1.6(a) hereof (if any). Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares. The Company shall will give Parent (i) prompt notice of any written demands received by Company for appraisalappraisal of shares of Company Capital Stock, attempted withdrawals of such demands, and any other instruments served pursuant that relate to applicable Law that are such demands received by Company. The Company shall control all negotiations and proceedings with respect to such demands, provided that (i) the Company relating shall keep Parent reasonably apprised of all material events, circumstance or changes with respect to Company stockholders’ rights of appraisal any such demand following the making thereof and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall will not, except with the prior written consent of ParentParent (such consent not to be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands, unless and to the extent required to do so under applicable Legal Requirements.

Dissenting Shares. No Person whoNotwithstanding any provision of this Agreement to the contrary, Company Shares that are issued and outstanding immediately prior to the Effective Time, has perfected a demand for Time and held by holders of such Company Shares who exercise appraisal rights pursuant to with respect thereto in accordance with applicable provisions of the DGCL, including, without limitation, Section 262 thereof (the "DISSENTING SHARES") will not be exchangeable for the right to receive the Merger Consideration, and holders of the DGCL with respect to any such Dissenting Shares shall will be entitled to receive payment of the Per Share Merger Consideration with respect to appraised value of such Dissenting Shares in accordance with those provisions unless and until such Person shall have holders fail to perfect or effectively withdrawn (in accordance with Section 262(k) of withdraw or lose their rights to appraisal and payment under the DGCL) . If, after the Effective Time, any such holder fails to perfect or lost effectively withdraws or loses such Person’s right rights to appraisal pursuant to and payment under the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting SharesDGCL, such Dissenting Stockholder shall Shares will thereupon be entitled treated as if they had been converted into and to have become exchangeable for, at the Effective Time, the right to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting SharesMerger Consideration, without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to for appraisals of Company stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLShares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands. Notwithstanding any provision of this Agreement to the contrary, if Parent or the Company abandons or is finally enjoined or prevented from carrying out, or the stockholders rescind their approval of the Merger and adoption of, this Agreement, the right of each holder of Dissenting Shares to receive payment of the appraised value of Company Shares as provided herein shall terminate, effective as of the time of such abandonment, injunction, prevention or rescission.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, prior holders of Shares who have properly exercised, perfected and not subsequently withdrawn or lost their appraisal rights with respect thereto in accordance with Section 17-6712 of the KGCC (the “Dissenting Shares”) shall not have any of such Shares converted into or become exchangeable for the right to receive the Merger Consideration, and holders of such Shares shall be entitled only to such rights as are granted by such Section 17-6712, including the right to receive payment of the appraised value of such Shares in accordance with the provisions of such Section 17-6712 unless and until such holders fail to perfect or shall have effectively withdrawn or lost their rights to appraisal and payment under the KGCC. If, after the Effective Time, has perfected a demand for appraisal rights pursuant any such holder fails to Section 262 of the DGCL with respect to any Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person perfect or shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Personright, each of such holder’s Shares shall thereupon be treated as if it had been converted into and to have become exchangeable for, at the Effective Time, the right to appraisal pursuant to receive the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting SharesMerger Consideration without interest thereon, such Dissenting Stockholder shall be entitled to receive only the payment as provided by in Section 262 of the DGCL with respect to such Dissenting Shares1.7(c) hereof. The Company shall give Parent (i) prompt notice of any written demands received by the Company for appraisalappraisal of Dissenting Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that the KGCC relating to rights of appraisal which are received by the Company relating to Company stockholders’ rights of appraisal Company, and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLKGCC. The Company shall not, except with the prior written consent of ParentParent or as otherwise required by applicable Law, voluntarily make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands.

Dissenting Shares. No Person who, prior Notwithstanding any provision of this Agreement to the Effective Timecontrary, has perfected a demand for appraisal rights pursuant to including Section 262 of the DGCL with respect to any Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands2.01, and any other instruments served pursuant subject to applicable Law that are received by NRS 92A.300 through 92A.500 (the Company relating to Company stockholders’ rights “Dissenting Statute”), shares of appraisal Target Common Stock issued and (ii) the opportunity to participate in all negotiations and proceedings which take place outstanding immediately prior to the Effective Time (other than shares cancelled in accordance with Section 2.01(a)) and held by a holder who has not voted in favor of the Merger or consented thereto in writing, and who is entitled to demand and has properly exercised dissenters rights of such shares in accordance with the Dissenting Statute (such shares of Target Common Stock being referred to collectively as the “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration as provided in Section 2.01(b), but instead shall be entitled to only such rights as are granted by the Dissenting Statute; provided, however, if such holder fails to perfect, or otherwise waives, withdraws, or loses such holder’s right to dissent pursuant to the Dissenting Statute or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Dissenting Statute, such shares of Target Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.01(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Book-Entry Share, as the case may be. The Target shall promptly provide Aytu with written notice of any demands received by the Target for appraisal of shares of Target Common Stock, any waiver or withdrawal of any such demand, and any other demand, notice, or instrument delivered to Target prior to the Effective Time that relates to such demand, and Aytu shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal by Company stockholders under the DGCLsuch demands. The Company shall not, except Except with the prior written consent of ParentAytu, voluntarily the Target shall not make any payment with respect to any demands for appraisalto, or settle, or offer to settle or settle settle, any such demands.

Dissenting Shares. No Person whoNotwithstanding any provision of this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective TimeTime and that are held by a shareholder who is entitled to demand, and who properly demands, the fair market value of such shares pursuant to, and who complies in all respects with, Chapter 13 of the CGCL (a “Dissenting Shareholder”) shall not be converted into the right to receive the Merger Consideration. For purposes of this Agreement, “Dissenting Shares” means any shares of Company Common Stock as to which a Dissenting Shareholder thereof has perfected properly exercised a demand for appraisal rights fair market value pursuant to Section 262 Chapter 13 of the DGCL with respect to any CGCL. At the Effective Time, all Dissenting Shares shall be cancelled and retired and shall cease to exist. No Dissenting Shareholder shall be entitled to receive the Per Share any Merger Consideration with in respect to such of any Dissenting Shares unless and until such Person holder shall have failed to perfect or shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Personholder’s right to appraisal pursuant to demand fair market value of its Dissenting Shares under the DGCL with respect to such CGCL, and any Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder Shareholder shall be entitled to receive only the payment provided by Section 262 Chapter 13 of the DGCL CGCL with respect to the Dissenting Shares owned by such Dissenting SharesShareholder and not any Merger Consideration. The Company shall give Parent (ia) prompt notice of any written demands for appraisalfair market value, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholdersshareholders’ rights of appraisal demands for fair market value and (iib) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders fair market value under the DGCLCGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalfair market value of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time, has perfected a demand for Time and held by stockholders properly exercising appraisal rights pursuant to available under Section 262 of the DGCL with respect Corporation Law (the “Dissenting Shares”) shall not be converted into the right to any receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Corporation Law. Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (treated in accordance with Section 262(k) 262 of the DGCL) Corporation Law. If any such holder shall have failed to perfect or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so waived, withdrawn or lost such Dissenting Stockholderright to appraisal, such holder’s Shares shall thereupon be converted into the right to receive, as of the later of the Effective Time and the time that such right to appraisal pursuant to shall have been irrevocably lost, waived, withdrawn or expired, the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting SharesMerger Consideration without any interest thereon. The Company shall give Parent and Purchaser (ia) prompt notice of any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable the Corporation Law that are and received by the Company relating to Company stockholders’ rights to be paid the “fair value” of appraisal Dissenting Shares, as provided in Section 262 of the Corporation Law, and (iib) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLCorporation Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalappraisals of capital stock of the Company, offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, Time and held by a holder who has properly exercised and perfected a his or her demand for appraisal rights under Section 262 of the DGCL (the “Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration, but the holders of such Dissenting Shares 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 have failed to perfect or shall have effectively withdrawn or lost his or her right to appraisal and payment under the DGCL, such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration, without any interest thereon, and such shares shall not be deemed to be Dissenting Shares. The Company shall serve prompt written notice to Parent of any demands for appraisal, withdrawals of such demands and any other instruments served pursuant to Section 262 of the DGCL received by the Company in respect of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to any Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) exercise of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by rights under Section 262 of the DGCL with respect to such Dissenting SharesDGCL. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior Prior to the Effective Time with respect to demands for appraisal by Company stockholders under Time, the DGCL. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, settle or offer to settle or settle waive any failure to timely deliver a written demand with respect to, any such demandsexercise of appraisal rights, or agree to do any of the foregoing.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective TimeTime and held by a holder who is entitled to demand and has properly demanded statutory appraisal for such Shares in accordance with, has perfected a demand for appraisal rights pursuant to and who complies in all respects with, Section 262 of the DGCL with respect (such shares, the “Dissenting Shares”) will not be converted into the right to any receive the Merger Consideration. At the Effective Time, all Dissenting Shares shall will be cancelled and cease to exist, and the holders of Dissenting Shares will only be entitled to receive the Per Share Merger Consideration with respect rights granted to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of them under the DGCL) . If any such holder fails to perfect or lost such Person’s otherwise waives, withdraws or loses his right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by under Section 262 of the DGCL with respect or other applicable Law, then the right of such holder to be paid the fair value of such Dissenting SharesShares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and be exchangeable solely for the right to receive the Merger Consideration, without interest and subject to any withholding of Taxes required by applicable Law as provided in Section 2.4.3 or Section 2.6. The Company shall will give Parent (i) prompt notice of any written demands received by the Company for appraisal, attempted withdrawals appraisal of such demands, Shares and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Company stockholders’ rights to be paid the fair value of appraisal Dissenting Shares, and (ii) Parent will have the opportunity right to participate in and direct all negotiations and proceedings which take place prior with respect to such demands. Prior to the Effective Time with respect to demands for appraisal by Time, the Company stockholders under the DGCL. The Company shall will not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, offer to or settle or settle compromise, any such demands, or agree to do any of the foregoing.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time, Time that are held by any holder who has perfected a not voted in favor of the Merger and who is entitled to demand for and properly demands appraisal rights pursuant to Section 262 of the DGCL with respect (“Dissenting Shares”) shall not be converted into the right to any receive the Merger Consideration, unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to appraisal under the DGCL. Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (treated in accordance with Section 262(k) 262 of the DGCL) . If any such holder fails to perfect or lost withdraws or loses any such Person’s right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so has been irrevocably lost, withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to expired, the DGCL Merger Consideration in accordance with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares2.1(a). The Company shall give Parent (i) serve prompt notice to Parent of any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, notices or demands and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal to appraisal, and (ii) Parent shall have the opportunity right to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLsuch demands. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, settle or offer to settle settle, or settle approve any withdrawal of any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to ----------------- the contrary, Shares and Preferred Shares that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders who (i) have not voted such Shares in favor of the Merger and (ii) have delivered timely a written demand for appraisal of such Shares in the manner provided in Section 262 of the Delaware Law shall not be cancelled and converted into the right to receive the Merger Consideration described in Section 2.5(a) or 2.5(b), 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 Delaware Law. If such holder shall have so failed to perfect, or effectively shall have withdrawn or lost such right, such holder's Shares or Preferred Shares shall thereupon be deemed to have been cancelled and converted as described in Sections 2.5(a) and 2.5(b), at the Effective Time, and each Share and Preferred Share shall represent solely the right to receive the appropriate Merger Consideration. From and after the Effective Time, no stockholder who has demanded appraisal rights as provided in Section 262(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 or Preferred Shares (except dividends and other distributions payable to stockholders of record at a date which is prior to the Effective Time, has perfected a demand for appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares). The Company shall will give Parent (i) Purchaser prompt notice of any all written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle Shares or settle any such demandsPreferred Shares.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time, has perfected a demand for Time and which are held by stockholders who exercise appraisal rights pursuant to available under Section 262 of the DGCL with respect (the "Dissenting Shares") shall not be converted into or be exchangeable for the right to any receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Dissenting Shares shall be entitled treated in accordance with Section 262 of the DGCL. If any such holder shall have failed to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person perfect or shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to appraisal, such holder's Shares shall thereupon be converted into and become exchangeable only for the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Sharesreceive, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 as of the DGCL with respect to such Dissenting SharesEffective Time, the Merger Consideration without any interest thereon. The Company shall give Parent and Purchaser (ia) prompt notice of any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Company stockholders’ rights to be paid the "fair value" of appraisal Dissenting Shares, as provided in Section 262 of the DGCL and (iib) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalappraisals of capital stock of the Company, offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person whoNotwithstanding any provision of this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective TimeTime and which are held by holders who shall have complied with the provisions of Chapter 10, has perfected a demand for appraisal rights pursuant to Section 262 Subchapter H of the DGCL with respect TBOC (the “Dissenting Shares”) shall not be converted into the right to any receive the applicable Per Share Merger Consideration, and holders of such Dissenting Shares shall be entitled to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of Chapter 10, Subchapter H of the TBOC, unless and until the applicable holder fails to comply with the provisions of Chapter 10, Subchapter H of the TBOC or effectively withdraws or otherwise loses such holder’s rights to receive payment of the fair value of such holder’s Shares under Chapter 10, Subchapter H of the TBOC. If, after the Effective Time, any such holder fails to comply with the provisions of Chapter 10, Subchapter H of the TBOC or effectively withdraws or loses such right, such Dissenting Shares shall thereupon be treated as if they had been converted at the Effective Time into the right to receive the applicable Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting SharesConsideration. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals appraisal of such demands, and any other instruments served pursuant to applicable Law that are Shares received by the Company relating to Company stockholders’ rights under Chapter 10, Subchapter H of appraisal the TBOC, and (ii) shall give Parent the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal, appraisal or offer to settle or settle any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time that are held by any holder who has not voted in favor of the Merger and who is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration, unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to appraisal under the DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or withdraws or loses any such right to appraisal, then each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration in accordance with Section 3.1(a). Prior to the Effective Time, has perfected a demand the Company shall promptly notify Parent of any demands for appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice of any written demands for appraisalShares, attempted withdrawals of such demands, notices or demands and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal to appraisal, and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings which take place prior with respect to such demands. Prior to the Effective Time with respect to demands for appraisal by Company stockholders under Time, the DGCL. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, settle or offer to settle settle, or settle approve any withdrawal of any such demands.

Dissenting Shares. No Person (a) Notwithstanding any provision of this Agreement to the contrary, the shares of any holder of SPC Capital Stock who has demanded and perfected appraisal rights for such shares in accordance with Delaware Law and who, prior to as of the Effective Time, has perfected a demand for appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have not effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such appraisal rights ("Dissenting Stockholder’s Shares") shall not be converted into or represent a right to appraisal receive Allegro Common Stock pursuant to Section 1.6, but the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder holder thereof shall only be entitled to receive such rights as are granted by Delaware Law. (b) Notwithstanding the foregoing, if any holder of shares of SPC Capital Stock who demands appraisal of such shares under Delaware Law shall effectively withdraw the right to appraisal, then, as of the later of the Effective Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the payment provided by Section 262 right to receive Allegro Common Stock, without interest thereon, upon surrender of the DGCL with respect to certificate representing such Dissenting Sharesshares. The Company (c) SPC shall give Parent Allegro (i) prompt notice of any written demands for appraisalappraisal of any shares of SPC Capital Stock, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Delaware Law that are and received by the Company relating SPC which relate to Company stockholders’ rights of any such demand for appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLDelaware Law. The Company SPC shall not, except with the prior written consent of ParentAllegro or as may be required by applicable law, voluntarily make any payment with respect to any demands for appraisal, appraisal of SPC Capital Stock or offer to settle or settle any such demands.. 1.8

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective TimeTime held by any person who, if applicable, has perfected a demand for not voted such Shares in favor of the Merger and who has the right to demand, and who properly demands, an appraisal rights pursuant to of such Shares ("Dissenting Shares") in accordance with Section 262 of the DGCL with respect to (or any Dissenting Shares successor provision) shall not be entitled converted into a right to receive the Per Share Merger Consideration with respect unless such holder fails to perfect or otherwise loses such holder's right to such Dissenting Shares unless and until appraisal, if any. If, after the Effective Time, such Person holder fails to perfect or loses any such right to appraisal, each such Share of such holder shall have effectively withdrawn (be treated as a Share that had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 262(k) 2.07(c). At the Effective Time, any holder of the DGCL) or lost such Person’s right Dissenting Shares shall cease to appraisal pursuant to the DGCL have any rights with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to thereto, except the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment rights provided by in Section 262 of the DGCL with respect to such Dissenting Shares(or any successor provision) and as provided in the immediately preceding sentence. The Company shall give Parent (i) prompt notice to Parent of any written demands received by the Company for appraisalappraisal of Shares, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are Section 262 of the DGCL and received by the Company relating to Company stockholders’ rights of appraisal and (ii) Company. Parent shall have the opportunity right to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or offer to settle or settle settle, any such demands.

Dissenting Shares. No Person whoNotwithstanding anything herein to the contrary in this Agreement, shares of LIN Common Stock outstanding immediately prior to the Effective Time, Time and held by a holder who has perfected a demand for not voted in favor of the Merger or consented thereto and who properly demands in writing appraisal rights pursuant to of such shares of LIN Common Stock in accordance with Section 262 of the DGCL with respect Delaware Code and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights, shall not be converted into or represent the right to any receive the Merger Consideration therefor ("Dissenting Shares Shares"). Such stockholders shall be entitled to receive payment of the Per Share Merger Consideration appraised value of such shares of LIN Common Stock held by them in accordance with respect to such the provisions of Section 262 of the Delaware Code, except that all Dissenting Shares unless and until such Person held by stockholders who shall have failed to perfect or who effectively shall have withdrawn (or lost their rights to appraisal of such securities under Section 262 shall thereupon be deemed to have been converted into, as of the Effective Time, the right to receive, without any interest thereon, the Merger Consideration, upon surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. LIN shall take all actions required to be taken by it in accordance with Section 262(k262(d) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL Delaware Code with respect to such Dissenting Sharesthe holders of LIN Common Stock. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares. The Company LIN shall give Parent (i) to Chancellor prompt written notice of any written demands for appraisalappraisal received by it, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are Delaware law and received by it, and Chancellor shall have the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands.right to

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time, Time and held by a shareholder who has perfected a demand for properly exercised such shareholder's appraisal rights pursuant available under the TBCA (the "Dissenting Shares") shall not be converted into or be exchangeable for the right to Section 262 of receive the DGCL with respect Merger Consideration, unless and until such shareholder shall have failed to any perfect, or shall have effectively withdrawn or lost such shareholder's right to appraisal under the TBCA. Dissenting Shares shall be entitled treated in accordance with the applicable provisions of the TBCA. If any such holder shall have failed to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person perfect or shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to appraisal, such shareholder's shares of Company Common Stock shall thereupon be converted into and become exchangeable only for the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Sharesreceive, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 as of the DGCL with respect to Effective Time, the Merger Consideration for each share of Company Common Stock formerly represented by the Certificates held by such Dissenting Sharesshareholder without any interest thereon. The Company shall give Parent (i) prompt notice of any written notices or demands for appraisalappraisal of any shares of Company Common Stock, attempted withdrawals of such demands, notices or demands and any other instruments served pursuant to applicable Law that are the TBCA and received by the Company relating to Company stockholders’ rights to be paid the "fair value" of appraisal Dissenting Shares, as provided in the TBCA, and (ii) Parent and Merger Sub shall have the opportunity right to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to any such demands for appraisal by Company stockholders under the DGCLor notices. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any notices or demands for appraisalappraisals, offer to settle or settle any demands or approve any withdrawal of any such notices or demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly demanded appraisal for such Shares in accordance with, and who complies with, Sections 5/11.65 and 5/11.70 of the IBCA (such Shares, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.1(a), and shall instead represent the right to receive payment of the consideration due to the holder of Dissenting Shares, to the extent available, in accordance with Section 5/11.70 of the IBCA. Upon consummation of the Merger, the Dissenting Shares shall cease to be issued and outstanding and the holders thereof shall be entitled to receive such consideration as will be determined under Section 5/11.70 of the IBCA. If any such holder fails to perfect or otherwise waives, withdraws or loses his right to appraisal under Section 5/11.65 of the IBCA or other applicable Law, then 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 as provided in Section 2.1(a) and any unpaid dividends or other distributions payable or deliverable in respect thereof pursuant to Section 2.2(c), in each case without interest. The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any Shares, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, has perfected a demand for appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle, offer to settle or settle compromise, any such demands, or agree to do any of the foregoing.

Dissenting Shares. No Person who, prior Notwithstanding anything in this Merger Agreement to the Effective Time, has perfected a demand for appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares contrary and unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment otherwise provided by Section 262 applicable law, shares of the DGCL with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law Common Stock that are received by the Company relating to Company stockholders’ rights of appraisal issued and (ii) the opportunity to participate in all negotiations and proceedings which take place outstanding immediately prior to the Effective Time with respect to demands for appraisal and that are owned by Company stockholders Stockholders who have properly demanded payment of the fair value of their stock (the "Dissenting Shares") within the meaning of Section 262 of Delaware Law shall not be converted into the right to receive the Merger Consideration unless and until such Company Stockholders shall have failed to perfect or shall have effectively withdrawn their demand, or lost their right of payment under the DGCLapplicable law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle If any such demandsCompany Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right of payment, each share of Company Common Stock held by such Company Stockholder shall thereupon be deemed converted into the right to receive and exchangeable for, at the Effective Time, the Merger Consideration pursuant to Section 2.02 of this Merger Agreement. Subject to the terms and conditions of this Merger Agreement, at and after the Effective Time, any holder of shares of Company Common Stock who complies with Section 262 of Delaware Law (a "Company Dissenting Stockholder") shall be entitled to obtain payment from Surviving Corporation of the fair value of such Company Dissenting Stockholder's shares of Company Common Stock as determined pursuant to Delaware Law; PROVIDED, HOWEVER, that, to the extent permissible under Delaware Law, no such payment shall be made unless and until such Company Dissenting Stockholder has surrendered to the Exchange Agent the Certificate representing the shares of Company Common Stock for which payment is being made.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares (other than any Shares to be cancelled pursuant to Sections 2.7(b) and 2.7(c)) outstanding immediately prior to the Effective Time, Time and held by a holder who has perfected a demand for appraisal rights pursuant to for such Shares in the Merger under Section 262 of Delaware Law (“Dissenting Shares”), shall not be converted into or be exchangeable for the DGCL with respect to any Dissenting Shares shall be entitled right to receive a portion of the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost holder loses such Personholder’s right to appraisal pursuant to and payment under Delaware Law. If, after the DGCL with respect to Effective Time, any such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost holder loses such Dissenting Stockholderholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Sharesappraisal, such Dissenting Stockholder Shares shall thereupon be entitled treated as if they had been converted as of the Effective Time into the right to receive only the payment provided by Section 262 portion of the DGCL with respect Merger Consideration to which such Dissenting Sharesholder is entitled, without interest, and such holder shall have all of the other rights of a stockholder set forth hereunder. The Company shall give Parent the Acquiror (i) prompt notice of any written demands received by the Company for appraisalappraisal of Shares, attempted written withdrawals of such demands, and any other instruments served pursuant to applicable Delaware Law that are and received by the Company relating to Company stockholders’ rights of to appraisal with respect to the Merger and (ii) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for any exercise of such appraisal by Company stockholders rights under the DGCLDelaware Law. The Company shall not, except with the prior written consent of Parentthe Acquiror, voluntarily make any payment with respect to any demands for appraisal, payment of fair value for capital stock of the Company or offer to settle or settle any such demands.

Dissenting Shares. No Person whoNotwithstanding any provision of this Agreement to the contrary, if required by the DGCL (but only to the extent required thereby), shares of Common Stock or Class A Common Stock which are issued and outstanding immediately prior to the Effective Time, has perfected a demand for Time and which are held by holders of such shares of Common Stock or Class A Common Stock who have properly exercised appraisal rights pursuant to with respect thereto in accordance with Section 262 of the DGCL with respect (the “Dissenting Shares”) will not be exchangeable for the right to any Dissenting Shares shall receive the Merger Consideration, and holders of such shares of Common Stock will be entitled to receive payment of the Per Share Merger Consideration appraised value of such shares of Common Stock or Class A Common Stock in accordance with respect to the provisions of such Dissenting Shares Section 262 unless and until such Person shall have holders fail to perfect or effectively withdrawn (in accordance with Section 262(k) of withdraw or lose their rights to appraisal and payment under the DGCL) . If, after the Effective Time, any such holder fails to perfect or lost effectively withdraws or loses such Person’s right, such shares of Common Stock or Class A Common Stock will thereupon be treated as if they had been converted into and have become exchangeable for, at the Effective Time, the right to appraisal pursuant to receive the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting SharesMerger Consideration, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shareswithout any interest thereon. The Company shall will give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights for appraisals of appraisal shares of Common Stock or Class A Common Stock, and (ii) Parent shall have the opportunity right to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by any such demands. Neither the Company stockholders under nor the DGCL. The Company shall notSurviving Corporation shall, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands.

Dissenting Shares. No Person who(a) Notwithstanding any other provision of this Agreement to the contrary, shares of ATC Common Stock that are outstanding immediately prior to the Effective Time, has perfected a demand for Time and which are held by ATC stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly in writing appraisal rights pursuant to for such shares of ATC Common Stock in accordance with Section 262 of the DGCL with 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 payable in respect to any Dissenting Shares of each share of ATC Common Stock represented thereby. Such ATC stockholders shall be entitled to receive payment of the Per Share Merger Consideration appraised value of such shares of ATC Common Stock held by them in accordance with the provisions of the DCL; provided, however, that all Dissenting Shares held by ATC stockholders who shall have failed to perfect or who effectively shall have withdrawn, forfeited or lost their appraisal rights with respect to such Dissenting Shares unless shares of ATC Common Stock under the DCL shall thereupon be deemed to have been converted into and until such Person shall to have effectively withdrawn (in accordance with Section 262(k) become exchangeable for, as of the DGCL) or lost such Person’s Effective Time, the right to appraisal pursuant to receive, without any interest thereon, the DGCL Merger Consideration upon surrender, in the manner provided in Section 3.2, of the Certificates with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demandsshares.

Dissenting Shares. No Person who, Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time, the holder of which has not voted in favor of the Merger Agreement and this Agreement of Company Merger and who has properly perfected a demand for his dissenters' rights of appraisal rights pursuant to by satisfying all of the applicable requirements of Section 262 of the DGCL with respect DGCL, is referred to any herein as a "Dissenting Share." Dissenting Shares owned by each holder thereof who has not exchanged his Certificates for the 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 Per Share Merger Consideration with respect to value of such Dissenting Shares unless held by him in accordance with the applicable provisions of the DGCL, provided such holder complies with the procedures contemplated by and until such Person 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 Purchase Price at the Effective Time in accordance with the provisions of Section 262(k) of the DGCL) 3.1 hereof. Sound Federal agrees to make, or lost such Person’s right cause to appraisal pursuant to the DGCL with respect to such he made, payment in cash for any Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, any Common Shares issued and outstanding immediately prior to the Effective Time, Time and held by a holder (a “Dissenting Stockholder”) who has perfected a demand for appraisal rights pursuant to Section 262 not voted in favor of the DGCL Merger or consented thereto in writing and who has properly demanded appraisal for such Common Shares in accordance with respect to any Nevada Law (“Dissenting Shares Shares”) shall not be entitled converted into a right to receive the Per Share Merger Consideration at the Effective Time in accordance with respect Section 2.01(a) hereof, but shall represent and become the right to receive such consideration as may be determined to be due to such Dissenting Shares Stockholder pursuant to Nevada Law, unless and until such Person holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal and payment under Nevada Law. If, after the Effective Time, such holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal, such former Dissenting Shares held by such holder shall have effectively withdrawn (be treated as if they had been converted as of the Effective Time into a right to receive, upon surrender as provided above, the Merger Consideration without any interest or dividends thereon, in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares2.01(a). The Company shall give Parent (i) and Merger Sub prompt notice of any written demands received by the Company for appraisalappraisal of Common Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Nevada Law that are and received by the Company relating Company, and Parent shall have the right to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal such demands. Except as required by Company stockholders under Nevada Law, the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal of Common Shares or offer to settle or settle any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time, has perfected a demand for Time and which are held by shareholders exercising appraisal rights pursuant to available under Section 262 of the DGCL with respect Corporation Law (the "Dissenting Shares") shall not be converted into or be exchangeable for the right to any receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Corporation Law. Dissenting Shares shall be entitled treated in accordance with Section 262 of the Corporation Law. If any such holder shall have failed to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person perfect or shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to appraisal, such holder's Shares shall thereupon be converted into and become exchangeable only for the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Sharesreceive, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 as of the DGCL with respect to such Dissenting SharesEffective Time, the Merger Consideration without any interest thereon. The Company shall give Parent and Purchaser (ia) prompt notice of any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, and any other instruments served pursuant to applicable the Corporation Law that are and received by the Company relating to Company stockholders’ rights to be paid the "fair value" of appraisal Dissenting Shares, as provided in Section 262 of the Corporation Law and (iib) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLCorporation Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalappraisals of capital stock of the Company, offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time, has perfected a demand for Time and which are held by stockholders exercising appraisal rights pursuant to available under Section 262 of the DGCL with respect (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to any receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Dissenting Shares shall be entitled treated in accordance with Section 262 of the DGCL. If any such holder shall have failed to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person perfect or shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Sharesreceive, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 as of the DGCL with respect to such Dissenting SharesEffective Time, the Merger Consideration without any interest thereon. The Company shall give Parent and Purchaser (ia) prompt notice of any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Company stockholders’ rights to be paid the “fair value” of appraisal Dissenting Shares, as provided in Section 262 of the DGCL and (iib) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalappraisals of capital stock of the Company, offer to settle or settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person who(a) Notwithstanding any other provision of this Agreement to the contrary, shares of Common Stock that are outstanding immediately prior to the Effective Time, has perfected Time and which are held by stockholders who shall have not consented to the Merger in writing and who shall have properly delivered a written demand for appraisal rights pursuant to of such shares in accordance with Section 262 of the DGCL with respect and shall not have failed to any perfect or shall not have effectively withdrawn such demand or otherwise lost their appraisal rights (the "Dissenting Shares Shares") shall not be converted into or represent the right to receive Cash Consideration. Such stockholders shall be entitled to receive have such shares of Common Stock held by them appraised in accordance with the Per Share Merger Consideration with respect to such provisions of Section 262 of the DGCL, except that all Dissenting Shares unless and until such Person held by stockholders who shall have failed to perfect or shall have effectively withdrawn (or otherwise lost their right to appraisal of such shares of Common Stock under such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive, without any interest thereon, the Cash Consideration therefor, upon surrender in accordance with Section 262(k2.08(b) of the DGCLStock Certificate or Stock Certificates that formerly evidenced such shares of Common Stock. (b) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice of any written demands for appraisal received by the Company, withdrawals of demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall will not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, or offer to settle settle, or settle settle, any such demandsdemand for appraisal rights. ARTICLE III.

Dissenting Shares. No Person whoNotwithstanding any other provisions of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time, has perfected a demand Time and which are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall have demanded properly in writing appraisal for appraisal rights pursuant to such shares in accordance with Section 262 of the DGCL with respect (collectively, the "Dissenting Shares") shall not be converted into or represent the right to any Dissenting Shares receive the Merger Consideration. Such stockholders instead shall be entitled to receive payment of the Per Share Merger Consideration with respect to appraised value of such Dissenting Shares unless and until such Person shall have effectively withdrawn (shares held by them in accordance with the provisions of Section 262(k) 262 of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such , except that all Dissenting Shares. Unless and until a Dissenting Stockholder Shares held by stockholders who shall have failed to perfect or who effectively so shall have withdrawn or lost such Dissenting Stockholder’s right their rights to appraisal pursuant to the DGCL with respect to of such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Shares under Section 262 of the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable, at the Effective Time, for the right to receive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 4.1, of the Company Certificate or Certificates that, at the Effective Time, evidenced such Shares. All payments with respect to such Dissenting SharesShares shall be paid by the Surviving Corporation with funds of the Company and not with funds provided by any of the Acquiror Companies. The Company shall give Parent Acquiror (i) prompt notice of any written demands for appraisalappraisal of any Shares, attempted any withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal DGCL in connection therewith and (ii) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of ParentAcquiror, voluntarily make any payment with respect to any demands for appraisal, appraisal of Common Stock or offer to settle or settle any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, shares of Common Stock issued and outstanding immediately prior to the Effective Time, Time that are held by any holder who is entitled to exercise and has perfected a demand for appraisal properly and validly exercised dissenters’ rights pursuant to Section 262 in accordance with Chapter 13 of the DGCL with respect to any CGCL (“Dissenting Shares Shares”) shall not be entitled converted into the right to receive the Per Share Common Stock Merger Consideration Consideration, but instead shall be converted into the right to receive payment from the Surviving Corporation with respect to such Dissenting Shares in accordance with the CGCL unless and until such Person holder shall have failed to perfect or shall have effectively withdrawn (or lost such holder’s right under the CGCL. At the Effective Time, holders of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive payment of the “fair market value” of such Dissenting Shares held by them in accordance with Section 262(k) the provisions of such Chapter 13. All Dissenting Shares held by holders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights under such Chapter 13 shall thereupon be deemed to have been converted into and to have become exchangeable for the right to receive the Common Stock Merger Consideration, as of the DGCL) Effective Time, upon surrender, in the manner provided in Section 3.4(b), of the Certificate or lost Certificates that formerly evidenced such Person’s right to appraisal pursuant Dissenting Shares. Prior to the DGCL Closing Date, the Company shall keep Parent reasonably notified of any demands under such Chapter 13 and attempted withdrawals of such notices or demands, and Parent shall have the opportunity to reasonably participate in and reasonably direct all material negotiations, petitions and proceedings with respect to such Dissenting Sharesdemands. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior Prior to the Effective Time with respect to demands for appraisal by Company stockholders under Time, the DGCL. The Company shall not, except with without the prior written consent of ParentParent (which may be given or withheld in its sole discretion), voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. No Person whoNotwithstanding any provision of this Agreement to the contrary, prior each Dissenting Share shall not be converted into a right to receive the applicable portion of the Applicable Per Share Merger Consideration, but instead shall be entitled to only such rights as are granted by the BVI BCA; provided, however, that if, after the Effective Time, has perfected a demand for appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until holder waives, withdraws, or loses such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Personholder’s right to appraisal pursuant to the DGCL with respect applicable provisions of the BVI BCA, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the applicable provisions of the BVI BCA, such Dissenting Shares. Unless and until a Dissenting Stockholder SPAC Shares shall have effectively so withdrawn or lost such Dissenting Stockholder’s be treated as if they had been converted as of the Effective Time into the right to appraisal pursuant to receive the DGCL Applicable Per Share Merger Consideration in accordance with respect to Section 4.1 without interest thereon, upon surrender and transfer of such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Sharesshares. The SPAC shall provide the Company shall give Parent (i) prompt written notice of any written demands received by the SPAC for appraisalappraisal of any SPAC Shares, attempted withdrawals any waiver or withdrawal of any such demandsdemand, and any other instruments served pursuant demand, notice, or instrument delivered to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place SPAC prior to the Effective Time with respect that relates to demands for appraisal by Company stockholders under the DGCLsuch demand. The Company shall not, except Except with the prior written consent of Parentthe Company (which consent shall not be unreasonably conditioned, voluntarily withheld, delayed or denied), the SPAC shall not make any payment with respect to any demands for appraisalto, or settle, or offer to settle or settle settle, any such demands.

Dissenting Shares. No Person who, prior Notwithstanding any provision of this Agreement to the Effective Timecontrary, has perfected a demand for appraisal rights pursuant Dissenting Shares shall not be converted into the right to Section 262 receive the Merger Consideration and holders of the DGCL with respect to any such Dissenting Shares shall be entitled to receive payment of the Per Share Merger Consideration with respect to appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL, unless and until such Person shall have effectively withdrawn (in accordance fails to comply with Section 262(k) the provisions of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL or effectively withdraws or otherwise loses such Person’s rights to receive payment under Section 262 of the DGCL. If any such Person fails to comply with respect to the provisions of Section 262 of the DGCL or effectively withdraws or loses such right, such Dissenting SharesShares shall thereupon be treated as if they had been converted at the Effective Time into the right to receive the Merger Consideration, without any interest thereon. The Company shall give Parent (i) prompt give Parent notice of any written demands for appraisalappraisal of Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating with respect to the Dissenting Shares promptly after receipt by the Company stockholders’ rights of appraisal and (ii) give Parent the opportunity to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to such demands for appraisal by Company stockholders under pursuant to the DGCLDGCL in respect of such Dissenting Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal, appraisal or offer to settle or settle any such demands, or agree to do any of the foregoing.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares (other than any such shares to be canceled pursuant to Section 2.6(b)) outstanding immediately prior to the Effective Time and held by a Stockholder who has not voted in favor of the Merger or consented thereto in writing and who has properly demanded appraisal for such shares in accordance with Section 262 of Delaware Law, if such Section provides for appraisal rights for such shares in the Merger (any of such shares, “Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive a portion of the Net Merger Consideration unless and until such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment under Delaware Law or California Law. If, after the Effective Time, any such Stockholder fails to perfect or withdraws or loses his, her or its right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Net Merger Consideration, if any, to which such Stockholder is entitled, without interest. Prior to the Effective Time, has perfected a demand for appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares. The Company shall give Parent Acquiror (ia) reasonably prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating for appraisal or exercise of Shares pursuant to Company stockholders’ rights of appraisal Delaware Law or California Law, respectively, and (iib) the opportunity to participate in (but not direct) all negotiations and proceedings which take place prior with respect to such demands. Prior to the Effective Time with respect to demands for appraisal by Company stockholders under Time, the DGCL. The Company Group Companies shall not, except with the prior written consent of ParentAcquiror (such consent not to be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle any settle, such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to ----------------- the contrary, prior shares of Company Common Stock that are issued and outstanding immediately before the Effective Time and that are held by shareholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (insofar as such Section is applicable to the Effective Time, has perfected a demand Merger and provides for appraisal rights with respect to it), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL with respect DGCL; provided, however, that if such holder fails to any Dissenting Shares perfect or effectively -------- ------- withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall there upon be entitled deemed to have been converted, at the Effective Time, into the right to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) Consideration, without any interest thereon, upon surrender of the DGCL) Certificate or lost such Person’s right to appraisal pursuant to Certificates in the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment manner provided by in Section 262 of the DGCL with respect to such Dissenting Shares2.8 hereof. The Company shall will give Parent (ia) prompt notice of any written demands for appraisal, attempted (or withdrawals of such demands, ) for appraisal received by the Company pursuant to the applicable provisions of the DGCL and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Company stockholders’ rights of appraisal and (iib) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall will not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal, appraisal or offer to settle settle, or settle settle, any such demands.

Dissenting Shares. No Person whoNotwithstanding any provision of this Agreement to the contrary and to the extent available under the IBCA, any Shares outstanding immediately prior to the Effective Time, Time that are held by a shareholder (a “Dissenting Shareholder”) who has perfected a demand for appraisal rights pursuant to Section 262 neither voted in favor of the DGCL approval of this Agreement nor consented thereto in writing and who has demanded properly in writing appraisal for such Shares and otherwise properly perfected and not withdrawn or lost his or her rights (the “Dissenting Shares”) in accordance with respect the provisions of Section 490.1302 of the IBCA will not be converted into, or represent the right to any receive, the Merger Consideration. Such Dissenting Shares shall Shareholders will be entitled to receive payment of the Per Share Merger Consideration appraised value of Dissenting Shares held by them in accordance with respect the provisions of such Section 490.1302, except that all Dissenting Shares held by shareholders who have failed to perfect or who effectively have withdrawn or lost their rights to appraisal of such Dissenting Shares unless pursuant to Section 490.1323 will thereupon be deemed to have been converted into, and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of represent the DGCL) or lost such Person’s right to appraisal pursuant to receive, the DGCL with respect to such Dissenting Shares. Unless Merger Consideration in the manner provided in Article II and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall will no longer be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Excluded Shares. The Company shall will give Parent (i) MergerCo prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholdersshareholders’ rights of appraisal and (ii) appraisal. The Company will give MergerCo the opportunity to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLappraisal. The Company shall will not, except with the prior written consent of ParentMergerCo, voluntarily make any payment with respect to any demands for appraisalappraisals of Dissenting Shares, offer to settle or settle any such demands or approve any withdrawal or other treatment of any such demands.

Dissenting Shares. No Person whoNotwithstanding Section 2.05 or any other provision of this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares; provided, however, that if, after the Effective Time, has perfected a demand for appraisal rights such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL with respect to any Dissenting Shares or if a court of competent jurisdiction shall be determine that such holder is not entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment relief provided by Section 262 of the DGCL DGCL, such Shares shall immediately cease to be Dissenting Shares and shall be treated as if they had been Shares converted as of the Effective Time into the right to receive the Merger Consideration in accordance with respect to Section 2.05(a), without interest thereon, upon surrender of such Dissenting Certificate formerly representing such Shares. The Company shall give provide Parent (i) prompt written notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating for appraisal of Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company stockholders’ rights prior to the Effective Time pursuant to Section 262 of appraisal the DGCL that relate to such demand, and (ii) Parent shall have the opportunity and right to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLsuch demands. The Company shall not, except Except with the prior written consent of ParentParent or if required by Applicable Law, voluntarily the Company shall not make any payment with respect to any demands for appraisalto, or offer to settle or settle settle, any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Xxxxxx issued and outstanding immediately prior to the Effective Time, Time that are held by any holder who has perfected a not voted in favor of the Merger and who is entitled to demand for and who properly demands appraisal rights of such Shares pursuant to Section 262 of the DGCL with respect (“Dissenting Shares”) shall not be converted into the right to any receive the Merger Consideration, unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to appraisal under the DGCL. Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (treated in accordance with Section 262(k) 262 of the DGCL) . If any such holder fails to perfect or lost withdraws or loses any such Person’s right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so has been irrevocably lost, withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to expired, the DGCL Merger Consideration in accordance with respect to such Dissenting Sharesthis ARTICLE II, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shareswithout interest. The Company shall give Parent (i) serve prompt notice to Parent of any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, notices or demands and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal to appraisal, and (ii) Parent shall have the opportunity right to participate in and control all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLsuch demands. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, settle or offer to settle settle, or settle approve any withdrawal of, any such demands, or agree to do any of the foregoing. Any portion of the Exchange Fund paid to the Exchange Agent to pay for Shares that have become Dissenting Shares shall be returned to Parent upon demand.

Dissenting Shares. No Person who, prior Notwithstanding any provision of this Agreement to the Effective Timecontrary, has perfected a demand for appraisal rights pursuant Dissenting Shares shall not be converted into the right to Section 262 receive the Merger Consideration and holders of the DGCL with respect to any such Dissenting Shares shall be entitled to receive payment of the Per Share Merger Consideration with respect to appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL, unless and until such Person shall have effectively withdrawn (in accordance fails to comply with Section 262(k) the provisions of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL or effectively withdraws or otherwise loses such Person’s rights to receive payment under Section 262 of the DGCL. If any such Person fails to comply with respect to the provisions of Section 262 of the DGCL or effectively withdraws or loses such right, such Dissenting SharesShares shall thereupon be treated as if they had been converted at the Effective Time into the right to receive the Merger Consideration, without any interest thereon. The Company shall give Parent (i) prompt give Parent notice of any written demands for appraisalappraisal of Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating with respect to the Dissenting Shares promptly after receipt by the Company stockholders’ rights of appraisal and (ii) give Parent the opportunity opportunity, at Parent’s sole expense, to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to such demands for appraisal by Company stockholders under pursuant to the DGCLDGCL in respect of such Dissenting Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal, appraisal or offer to settle or settle any such demands, or agree to do any of the foregoing.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time, has perfected a Time that are held by any holder who is entitled to demand for and properly demands appraisal rights of such Shares pursuant to Section 262 of the DGCL with respect (“Dissenting Shares”) shall not be converted into the right to any receive the Merger Consideration, unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to appraisal under the DGCL. Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (treated in accordance with Section 262(k) 262 of the DGCL) . If any such holder fails to perfect or lost withdraws or loses any such Person’s right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so has been irrevocably lost, withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to expired, the DGCL Merger Consideration in accordance with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares3.1(a). The Company shall give Parent (i) serve prompt notice to Parent of any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, notices or demands and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal to appraisal, and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLsuch demands. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, settle or offer to settle settle, or settle approve any withdrawal of any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time, Time that are held by any holder who has perfected a not voted in favor of the Merger and who is entitled to demand for and properly demands appraisal rights of such Shares pursuant to Section 262 1300 of the DGCL with respect CGCL (“Dissenting Shares”) shall not be converted into the right to any receive the Merger Consideration, unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to appraisal under the CGCL. Dissenting Shares shall be entitled treated in accordance with Chapter 13 of the CGCL. If any such holder fails to receive perfect or withdraws or loses any such right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the Per Share right to receive, as of the later of the Effective Time and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares3.1(a). The Company shall give Parent (i) serve prompt notice to Parent of any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, notices or demands and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal to appraisal, and (ii) Parent shall have the opportunity right to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLsuch demands. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, settle or offer to settle settle, or settle approve any withdrawal of any such demands.

Dissenting Shares. No Person whoNotwithstanding Section 2.1, any shares of Company Common Stock or, in the event appraisal rights are available under the DGCL, Series B Preferred Stock that are issued and outstanding immediately prior to the Effective TimeTime and held by any holder who has not voted in favor of the Merger or consented thereto in writing and who has properly demanded appraisal for such shares pursuant to, and has perfected a demand for appraisal rights pursuant to complied in all respects with, the provisions of Section 262 of the DGCL with respect to any (the “Dissenting Shares Shares”) shall not be entitled converted into the right to receive the Per Share Merger Consideration with respect Consideration, unless such holder fails to perfect or withdraws or otherwise loses its rights to appraisal or it is determined that such Dissenting Shares unless and until such Person shall holder does not have effectively withdrawn (appraisal rights in accordance with Section 262(kthe DGCL. If, after the Effective Time, such holder fails to perfect or withdraws or loses its right to appraisal, or if it is determined that such holder does not have appraisal rights, such shares (and, in the case of Company Common Stock, associated Company Rights) shall be treated as if they had been converted as of the DGCL) or lost such Person’s Effective Time into the right to appraisal pursuant to receive the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting SharesMerger Consideration without interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights for appraisal of appraisal shares, and (ii) Parent shall have the opportunity right to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to such demands for appraisal except as required by Company stockholders under the DGCLapplicable Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands, unless and to the extent required to do so under applicable Law.

Dissenting Shares. No Person whoNotwithstanding any provision of ----------------- this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time, has perfected a demand Time and which are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall have demanded properly in writing an appraisal for appraisal rights pursuant to such Shares in accordance with Section 262 of Delaware Law (collectively, the DGCL with respect "Dissenting Shares") shall not be ----------------- converted into or represent the right to any Dissenting Shares receive the Merger Consideration. Such stockholders shall be entitled to receive payment of the Per Share Merger Consideration with respect to appraised value of such Dissenting Shares unless and until such Person shall have effectively withdrawn (held by them in accordance with the provisions of such Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such 262, except that all Dissenting Shares. Unless and until a Dissenting Stockholder Shares held by stockholders who shall have failed to perfect or who effectively so shall have withdrawn or lost their rights to appraisal of such Dissenting Stockholder’s Shares under such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to appraisal pursuant to receive the DGCL with respect to such Dissenting SharesMerger Consideration, such Dissenting Stockholder shall be entitled to receive only without any interest thereon, upon surrender, in the payment manner provided by in Section 262 2.09 of the DGCL with respect to certificate or certificates that formerly evidenced such Dissenting Shares. The Company shall will give Parent and Purchaser (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, demands for appraisal and any other related instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal Company, and (ii) ), after the acceptance of the Shares by Purchaser pursuant to the Offer, the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLappraisal. The Company shall will not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle or settle any such demandsdemand.

Dissenting Shares. No Person whoAny provision of this Agreement to the contrary notwithstanding, Shares that are issued and outstanding immediately prior to the Effective Time, has perfected a demand for Time and that are held by holders of such Shares who have (a) not voted in favor of the adoption of this Agreement or consented thereto in writing and (b) properly exercised appraisal rights pursuant to with respect thereto in accordance with, and otherwise complied with, Section 262 of the DGCL with respect (the “Dissenting Shares”) shall not be converted into the right to any receive the Merger Consideration pursuant to Section 2.8(b). Holders of Dissenting Shares shall be entitled only to receive payment of the fair value of such Dissenting Shares in accordance with the provisions of such Section 262, unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Dissenting Shares shall thereupon cease to be Dissenting Shares, including for purposes of Section 2.8(b), and shall be deemed to have been converted into, at the Effective Time, the right to receive the Per Share Merger Consideration as provided for in Section 2.8(b). At the Effective Time, the Dissenting Shares shall be automatically canceled and shall cease to exist and any holder of Dissenting Shares shall cease to have any rights with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (thereto, except the rights provided in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Sharesand as provided in the previous sentence. The Company shall give Parent (i) prompt notice of any written demands received by the Company for appraisalappraisals of Shares, attempted withdrawals of such demands, demands and any other related instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLsuch notices and demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle appraisal or settle any such demands.

Dissenting Shares. No Person who, prior Notwithstanding anything in this Agreement to the Effective Timecontrary, has perfected a demand for appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares shall not be entitled converted into or be exchangeable for the right to receive the Per Share Merger Consideration with respect to such Dissenting Shares Consideration, unless and until such Person holders shall have failed to perfect or shall have effectively withdrawn (or lost their rights to appraisal under the DGCL. Dissenting Shares shall be treated in accordance with Section 262(k) 262 of the DGCL) . If any such holder shall have failed to perfect or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholderright to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal pursuant to shall have been irrevocably lost, withdrawn or expired, the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting SharesPer Share Consideration without any interest thereon. The Company shall give Parent Purchaser and Merger Sub (ia) prompt written notice of any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Company stockholders’ rights to be paid the “fair value” of appraisal Dissenting Shares, as provided in Section 262 of the DGCL and (iib) the opportunity to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of ParentPurchaser, voluntarily make or agree to make any payment with respect to any demands for appraisalappraisals of capital stock of the Company, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person whoNotwithstanding any other provisions of this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the Effective Time, has perfected a demand Time and which are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall have demanded properly in writing appraisal for appraisal rights pursuant to such shares in accordance with Section 262 of the DGCL with respect (collectively, the "Dissenting Shares") shall not be converted into or represent the right to any Dissenting Shares receive the Merger Consideration. Such stockholders shall be entitled to receive payment in cash of the Per Share Merger Consideration with respect to appraised value of such Dissenting Shares unless and until such Person shall have effectively withdrawn (shares of Company Common Stock held by them in accordance with the provisions of such Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such 262, except that all Dissenting Shares. Unless and until a Dissenting Stockholder Shares held by stockholders who shall have failed to perfect or who effectively so shall have withdrawn or lost their rights to appraisal of such Dissenting Stockholder’s shares of Company 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 appraisal pursuant to receive, without any interest thereon, the DGCL with respect to such Dissenting SharesMerger Consideration upon surrender, such Dissenting Stockholder shall be entitled to receive only in the payment manner provided by in Section 262 3.03(b), of the DGCL with respect to such Dissenting Sharestheir Certificate or Certificates. The Company shall give Parent (i) prompt notice of any written demands demand for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are appraisal received by the Company relating pursuant to Company stockholders’ rights the applicable provisions of appraisal the DGCL and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal, or offer to settle or settle any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, shares of Target Capital Stock (other than any shares to be cancelled pursuant to Section 3.2) outstanding immediately prior to the Effective Time, Time and held by a holder who has perfected a demand for not voted in favor of the Merger or consented thereto in writing and who has properly demanded appraisal rights pursuant to for such shares in accordance with Section 262 of the DGCL with respect to any DGCL, as applicable (“Dissenting Shares Shares”), shall not be entitled converted into or be exchangeable for the right to receive a portion of the Per Share Purchaser Merger Consideration with respect to such Dissenting Shares Securities unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) holder fails to perfect or lost withdraws or otherwise loses such Personholder’s right to appraisal pursuant and payment under the DGCL. If, after the Effective Time, any such holder fails to the DGCL with respect to perfect or withdraws or loses such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholderholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Sharesrights, such Dissenting Stockholder Shares shall thereupon be entitled treated as if they had been converted as of the Effective Time into the right to receive only the payment provided by Section 262 portion of the DGCL with respect Purchaser Merger Securities, if any, to which such Dissenting Sharesholder is entitled, without interest. The Company Target shall give Parent Purchaser: (ia) prompt notice of any written demands received by the Target for appraisalappraisal of shares of Target Capital Stock, attempted written withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the DGCL, as applicable, and received by the Company Target relating to Company stockholdersTarget Stockholders’ rights of to appraisal with respect to the Merger; and (iib) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for any exercise of such appraisal by Company stockholders rights under the DGCL, as applicable. The Company Target shall not, except with the prior written consent of ParentPurchaser, not to be unreasonably withheld, conditioned or delayed, voluntarily make any payment with respect to any demands for appraisalpayment of fair value for shares of capital stock of the Target, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person who, prior Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately before the Effective Time, has perfected a demand for Time and that are held by stockholders who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL shall not be converted into the right to receive the Merger Consideration as provided in Section 2.1, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such Shares shall entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL with respect DGCL; provided, however, that if such holder fails to any Dissenting perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such Shares shall thereupon be entitled deemed to have been converted, at the Effective Time, into the right to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) Consideration, without any interest thereon, upon surrender of the DGCL) Certificate or lost such Person’s right to appraisal pursuant to Certificates in the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment manner provided by in Section 262 of the DGCL with respect to such Dissenting Shares2.2 hereof. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted (or withdrawals of such demands, ) for appraisal of any Shares received by the Company pursuant to the applicable provisions of the DGCL and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal, appraisal or offer to settle settle, or settle settle, any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time, Time and held by a holder who has perfected a demand not voted in favor of the Merger or consented thereto in writing and who has properly demanded appraisal for appraisal rights pursuant to such Company Common Stock in accordance with the requirements of Section 262 of the DGCL with respect (the "Dissenting Shares") shall not be converted into the right to any Dissenting Shares receive the relevant Merger Consideration and the holders thereof shall be entitled to only such rights as are granted by the DGCL, unless such holder fails to perfect, withdraws or otherwise loses the right to appraisal, in which case such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Per Share relevant Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (Consideration, as set forth in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares3.1, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shareswithout any interest thereon. The Company shall give Parent (i) prompt notice of any written demands received by the Company for appraisal, attempted appraisal of shares of Company Common Stock and withdrawals of such demands, and any other instruments or documents served pursuant to applicable Law that are the DGCL and received by the Company relating with respect to such demands, and the Company stockholders’ rights of appraisal and (ii) shall give Parent the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLsuch demands. The Company shall not, except Except with the prior written consent of Parent, voluntarily the Company shall not make any payment with respect to any demands for appraisalto, or offer to settle or settle settle, any such demands. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares under the provisions of Section 262 of the DGCL will receive payment thereof from the Surviving Corporation and as of the Effective Time such shares of Company Common Stock will no longer be outstanding and will automatically be canceled and retired and will cease to exist.

Dissenting Shares. No Person whoNotwithstanding SECTION 2.02, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing, if any such vote or consent is required, and who has demanded appraisal for such Shares in accordance with the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. At the Effective Time, has perfected a demand for appraisal all Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights pursuant with respect thereto, except the right to receive, subject to and net of any applicable withholding of Taxes, payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL with respect DGCL. If, after the Effective Time, such holder fails to any Dissenting perfect or withdraws or loses his right to appraisal, such Shares shall be entitled treated as if they had been converted as of the Effective Time into a right to receive the Per Share Merger Consideration with payable in respect to of such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting SharesSECTION 2.02, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shareswithout any interest thereon. The Company shall give Parent (i) Buyer prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights for appraisal of appraisal Shares, and (ii) Buyer shall have the opportunity right to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLsuch demands. The Company shall not, except with the prior written consent of ParentBuyer, voluntarily make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands.

Dissenting Shares. No Person whoNotwithstanding Section 2.07 or any other provision of this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to appraisal and who has properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares; provided, however, that if, after the Effective Time, has perfected a demand for appraisal rights such holder fails to timely perfect, effectively withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL with respect to any Dissenting Shares or if a court of competent jurisdiction shall be determine that such holder is not entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment relief provided by Section 262 of the DGCL DGCL, such Shares shall immediately cease to be Dissenting Shares and shall be treated as if they had been Shares converted as of the Effective Time into the right to receive the Merger Consideration in accordance with respect to Section 2.07(a), without interest thereon, upon surrender of such Dissenting SharesCertificate formerly representing such Share. The Company shall give provide Parent (i) prompt written notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating for appraisal of Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company stockholders’ rights prior to the Effective Time pursuant to Section 262 of appraisal the DGCL that relate to such demand, and (ii) Parent shall have the opportunity and right to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLsuch demands. The Company shall not, except Except with the prior written consent of ParentParent (such consent not to be unreasonably withheld, voluntarily delayed, or conditioned), the Company shall not make any payment with respect to any demands for appraisalto, or offer to settle or settle actually settle, or otherwise negotiate any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time, has perfected a demand for Time and which are held by stockholders properly exercising appraisal rights pursuant to available under Section 262 of the DGCL with respect Corporation Law (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to any receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Corporation Law. Dissenting Shares shall be entitled treated in accordance with Section 262 of the Corporation Law. If any such holder shall have failed to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person perfect or shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Sharesreceive, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 as of the DGCL with respect to such Dissenting SharesEffective Time, the Merger Consideration without any interest thereon. The Company shall give Parent and Merger Sub (ia) prompt notice of any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable the Corporation Law that are and received by the Company relating to Company stockholders’ rights to be paid the “fair value” of appraisal Dissenting Shares, as provided in Section 262 of the Corporation Law and (iib) the opportunity to participate in in, and after the Closing, direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLCorporation Law. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisalappraisals of capital stock of the Company, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time, has perfected a demand for Time and that are held by stockholders properly demanding appraisal rights available under Section 262 of the Corporation Law (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be determined to be due to the holders of such Dissenting Shares pursuant to Section 262 of the DGCL with respect Corporation Law, unless and until such holders shall have failed to any perfect or shall have effectively withdrawn or lost their rights to appraisal under the Corporation Law. Dissenting Shares shall be entitled treated in accordance with Section 262 of the Corporation Law. If any such holder shall have failed to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person perfect or shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Personright to appraisal, such holder’s Shares shall thereupon be deemed to have converted into, as of the Effective Time, and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so been irrevocably lost, withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to expired, the DGCL with respect to such Dissenting SharesMerger Consideration, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shareswithout any interest thereon. The Company shall give Parent and Merger Sub (ia) prompt notice of any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable the Corporation Law that are and received by the Company relating to Company stockholders’ rights provided in Section 262 of appraisal the Corporation Law and (iib) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLCorporation Law. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisalappraisals of capital stock of the Company, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares (other than Cancelled Shares and Subsidiary Shares) that are issued and outstanding immediately prior to the Effective Time, has perfected a demand for Time and that are held by stockholders properly exercising appraisal rights pursuant to available under Section 262 of the DGCL with respect (the “Dissenting Shares”) shall not be converted into the right to any receive the Merger Consideration or the consideration set forth in Section 2.1(b), as applicable, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to receive payment of the Per Share Merger Consideration with respect to such appraised value of the Dissenting Shares unless held by them to the extent permitted by and until in accordance with Section 262 of the DGCL. If any such Person holder shall have failed to perfect or shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant appraisal, then the right of such holder to be paid the DGCL with respect fair value of such holder’s Dissenting Shares shall cease and such holder’s Shares shall thereupon be deemed to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s been converted, as of the Effective Time, into the right to appraisal pursuant to receive the DGCL with respect to such Dissenting SharesMerger Consideration or the consideration set forth in Section 2.1(b), such Dissenting Stockholder shall be entitled to receive only the payment as applicable, without interest and less any required Tax withholding as provided by in Section 262 of the DGCL with respect to such Dissenting Shares2.3. The Company shall give Parent Xxxxxx and Merger Sub (i) prompt written notice of any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Company stockholders’ rights to be paid the “fair value” of appraisal Dissenting Shares, as provided in Section 262 of the DGCL, and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of Parent, which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any demands for appraisalappraisals of capital stock of the Company, offer to settle or settle any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time, has perfected a demand for Time and that are held by Stockholders properly exercising appraisal rights pursuant to available under Section 262 of the Corporation Law (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Applicable Per Share Amount, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL with respect to any Dissenting Shares shall be entitled treated in accordance with Section 262 of the DGCL. If any such holder shall have failed to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person perfect or shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Personright to appraisal, such holder’s shares of Company Capital Stock shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so been irrevocably lost, withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to expired, the DGCL with respect to such Dissenting SharesApplicable Per Share Amount, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shareswithout any interest thereon. The Company shall give Parent and Merger Sub (ia) prompt notice of any written demands for appraisalappraisal of any shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Company stockholders’ rights to be paid the “fair value” of appraisal Dissenting Shares, as provided in Section 262 of the Corporation Law and (iib) the opportunity to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisalappraisals of Company Capital Stock, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person whoNotwithstanding Section 3.0l(c) hereof, shares of the Company Common Share Capital issued immediately prior to the Effective TimeTime and held by a holder who has not voted in favor of the Amalgamation or consented thereto in writing and who has otherwise properly perfected such holder’s right to appraisal for such shares in accordance with the Companies Act (and who has neither effectively withdrawn nor lost his, has perfected her or its right to such appraisal) (“Dissenting Shares”), shall not be converted into a demand for appraisal rights right to receive the Price Per Share pursuant to Section 262 3.01(c), and shall be cancelled and converted into only such rights as are granted by Section 106 of the DGCL with respect Companies Act. If after the Effective Time such holder fails to any perfect or withdraws or otherwise loses his, her or its right to appraisal, such Dissenting Shares shall be entitled treated as if they had been converted as of the Effective Time into a right to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn Price as provided in Section 3.01 (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Sharesc), such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shareswithout interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to for appraisal of shares of Company stockholders’ rights Common Share Capital, and any withdrawals of appraisal such demands and (ii) other instruments received by the opportunity Company, and Parent shall have the right to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal such demands. Except as required by Company stockholders under the DGCL. The Companies Act, the Company shall not, except with the prior written consent of Parent, voluntarily not make any payment payments with respect to any demands demand by the holder(s) of Dissenting Shares for appraisal, appraisal of their Dissenting Shares or offer to settle or settle or otherwise negotiate any such demands.

Dissenting Shares. No Person whoNotwithstanding any provision contained in this Agreement to the contrary, Company Shares that are issued and outstanding immediately prior to the Effective Time, Time and that are held by a stockholder who has perfected a demand for appraisal rights not voted such shares in favor of the Merger or consented to the Merger in writing pursuant to Section 262 1073 of the DGCL with respect OGCA and who has otherwise taken all of the actions required by Section 1091 of the OGCA to properly exercise and perfect such stockholder’s appraisal rights (the “Dissenting Shares”) shall be deemed to have ceased to represent any Dissenting Shares interest in the Surviving Corporation as of the Effective Time and shall be entitled to those rights and remedies set forth in Section 1091 of the OGCA; provided, however, that in the event that a stockholder of the Company fails to perfect, waives, withdraws or otherwise loses any such right or remedy granted by the OGCA, the Dissenting Shares held by such stockholder shall be converted into and represent only the right to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (specified in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Sharesthis Agreement without interest. The Company shall give Parent (i) prompt notice of any written demands for appraisalpayment for the Dissenting Shares, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating with respect to Company stockholders’ appraisal rights of appraisal and (ii) the opportunity to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLany such demands. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle any such demands. Merger Sub (or, after the Effective Time, the Surviving Corporation) shall be responsible for all payments with respect to the Dissenting Shares, including all reasonable expenses associated with any negotiations and proceedings with respect to any demands for appraisal, offer to settle or settle any such demandsappraisal under the OGCA.

Dissenting Shares. No Person whoconversion under Section 2.01 hereof shall be made with respect to the shares of Seller Common Stock held by a Dissenting Holder (such shares being referred to herein as "Dissenting Shares"); provided, however, (i) each Dissenting Share outstanding immediately prior to the Effective Time and held by a Dissenting Holder who shall, at or prior to the Effective Time, has perfected a withdraw his demand for appraisal rights or lose his right of appraisal, in either case pursuant to Section 262 the applicable provisions of the DGCL with respect to any Dissenting Shares DGCL, shall be entitled deemed to receive be converted, as of the Per Share Merger Consideration Effective Time, into Buyer Capital Stock issuable with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (Share in accordance with the terms of Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, 2.01 hereof and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights cash in lieu of appraisal fractional shares of Buyer Capital Stock and (ii) the opportunity to participate in all negotiations and proceedings which take place each Dissenting Share outstanding immediately prior to the Effective Time with respect to demands and held by a Dissenting Holder who shall, after the Effective Time, withdraw his demand for appraisal by Company stockholders under or lose his right of appraisal in either case pursuant to the applicable provisions of the DGCL, shall be deemed to be converted, as of the Effective Time, into Buyer Capital Stock and any cash in lieu of fractional shares of Buyer Capital Stock. The Company For purposes of this Agreement, the term "Dissenting Holder" shall not, except mean a holder of shares of Seller Common Stock who has demanded appraisal rights in compliance with the prior written consent applicable provisions of Parent, voluntarily make any payment with respect the DGCL concerning the right of such holder to any demands for appraisal, offer to settle or settle any dissent from the Merger and demand appraisal of such demandsholder's shares of Seller Common Stock.

Dissenting Shares. No Person whoNotwithstanding Section 2.06 or any other provision of this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to appraisal and who has properly exercised and perfected appraisal rights for such shares in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares; provided, however, that if, after the Effective Time, has perfected a demand for appraisal rights such holder fails to timely perfect, effectively withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL with respect to any Dissenting Shares or if a court of competent jurisdiction shall be determine that such holder is not entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment relief provided by Section 262 of the DGCL DGCL, such Shares shall immediately cease to be Dissenting Shares and shall be treated as if they had been Shares converted as of the Effective Time into the right to receive the Merger Consideration in accordance with respect to Section 2.06(a), without interest thereon, upon surrender of such Dissenting SharesCertificate formerly representing such Share. The Company shall give provide Parent (i) prompt written notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating for appraisal of Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company stockholders’ rights prior to the Effective Time pursuant to Section 262 of appraisal the DGCL that relate to such demand, and (ii) Parent shall have the opportunity and right to participate in all negotiations and proceedings which take place prior to the Effective Time Proceedings with respect to demands for appraisal by Company stockholders under the DGCLsuch demands. The Company shall not, except Except with the prior written consent of Parent, voluntarily the Company shall not make any payment with respect to any demands for appraisalto, or offer to settle or settle settle, or otherwise negotiate any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, shares of Company Capital Stock that are issued and outstanding immediately prior to the Effective Time, has perfected a demand for Time and that are held by Company Stockholders properly exercising appraisal rights pursuant to available under Section 262 of the DGCL with respect (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive any consideration pursuant to Section 1.6, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Dissenting Shares shall be entitled treated in accordance with Section 262 of the DGCL. If any such holder shall have failed to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person perfect or shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Personright to appraisal, such holder’s shares of Company Capital Stock shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so been irrevocably lost, withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to expired, the DGCL with consideration in respect to such Dissenting Sharesthereof set forth in Section 1.6, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shareswithout any interest thereon. The Company shall give Parent Xxxxxx and Merger Sub (ia) prompt notice of any written demands for appraisalappraisal of any shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Company stockholders’ rights to be paid the “fair value” of appraisal Dissenting Shares, as provided in Section 262 of the DGCL, and (iib) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of ParentParent (which shall not be unreasonably withheld, conditioned or delayed), voluntarily make or agree to make any payment with respect to any demands for appraisalappraisals of Company Capital Stock, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, shares of Company Stock which are issued and outstanding immediately prior to the Effective Time, has perfected a demand Time and which are held by Stockholders who have complied with the procedures for appraisal rights pursuant to set forth in Section 262 of the DGCL with respect to any Delaware General Corporation Law (the "Dissenting Shares Shares") (i) shall only be entitled to such rights as are granted under Section 262 of the Delaware General Corporation Law, and (ii) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration with respect to such Dissenting Shares consideration provided in Section 2.2 hereof, unless and until such Person holder shall have failed to perfect or shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s holder's right to appraisal pursuant and payment under the Delaware General Corporation Law. If such holder shall have so failed to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder perfect or shall have effectively so withdrawn or lost such Dissenting Stockholder’s right, such shares of Company Stock shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to appraisal pursuant to receive the DGCL with respect to such Dissenting Sharesconsideration provided for in Section 2.2, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shareswithout any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisalappraisal of any shares of Company Common Stock, attempted withdrawals of such demands, and any other instruments served pursuant to applicable the Delaware General Corporation Law that are received by the Company relating to Company stockholders’ ' rights of appraisal and (ii) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLDelaware General Corporation Law. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalappraisals of shares of Company Stock, offer to settle any such demands or settle approve any withdrawal of any such demands.

Dissenting Shares. No Person whoNotwithstanding Section 3.3, to the extent (if at all) that holders of Common Stock are entitled to appraisal rights under Section 262 of the DGCL, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, Time and held by a holder who has properly exercised and perfected a his or her demand for appraisal rights under Section 262 of the DGCL (the "Dissenting Shares"), will not be converted into the right to receive the Merger Consideration, but the holders of Dissenting Shares will be entitled to receive from the Company such consideration as will be determined pursuant to Section 262 of the DGCL with respect DGCL; provided, however, that if any such holder will have failed to any Dissenting Shares shall perfect or will effectively withdraw or lose his or her right to appraisal and payment under the DGCL, such holder's shares of Company Common Stock will thereupon be entitled deemed to have been converted as of the Effective Time into the right to receive the Per Share Merger Consideration with respect Consideration, without any interest thereon, and such shares will not be deemed to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares. The Company shall will give the Parent (i) prompt notice of any written notices or demands for appraisal, attempted withdrawals appraisal or payment for shares of such demands, and any other instruments served pursuant to applicable Law that are Company Common Stock received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to any such demands for appraisal by Company stockholders under the DGCLor notices. The Company shall will not, except with without the prior written consent of the Parent, voluntarily make any payment with respect to any demands for appraisalto, or settle, offer to settle or settle otherwise negotiate any such demands.

Dissenting Shares. No Person who, prior Notwithstanding any provision of this Agreement to the Effective Timecontrary and to the extent available under the DGCL, has perfected a Shares held by any stockholder entitled to demand and who properly demands the appraisal for appraisal rights such Shares (the "DISSENTING SHARES") pursuant to to, and who complies in all respects with, the provisions of Section 262 of the DGCL with respect ("SECTION 262") shall not be converted into, or represent the right to any Dissenting Shares receive, the Merger Consideration. Any such stockholder shall instead be entitled to receive payment of the Per Share Merger Consideration with respect to fair value of such stockholder's Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with the provisions of Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such 262; PROVIDED, THAT, all Dissenting Shares. Unless and until a Dissenting Stockholder Shares held by any stockholder who shall have effectively so failed to perfect or who otherwise shall have withdrawn or lost such Dissenting Stockholder’s stockholder's rights to appraisal of such Shares under Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to appraisal pursuant to receive the DGCL with respect to such Dissenting SharesMerger Consideration, such Dissenting Stockholder shall be entitled to receive only without any interest thereon, upon surrender in the payment manner provided by Section 262 in SECTION 3.02 of the DGCL with respect to Certificate or Certificates that formerly evidenced such Dissenting Shares. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to for appraisal of shares of Company stockholders’ rights of appraisal Common Stock, and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLsuch demands. The Company shall notnot settle, except make any payments with respect to, or offer to settle, any claim with respect to Dissenting Shares without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands.

Dissenting Shares. No Person who(a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time, Time and held by a holder who has perfected a demand for appraisal rights pursuant to not voted in favor of the Merger or consented thereto in writing and who has complied with all of the relevant provisions of Section 262 of the DGCL with respect ("Dissenting Shares") shall not be converted into a right to any receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses its right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the Per Share Merger Consideration with respect to appraised value of such Dissenting Shares unless and until such Person shall have effectively withdrawn (held by it in accordance with Section 262(k) the provisions of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses its right to appraisal, in which case such Dissenting SharesShares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) The Company shall give Parent (i) prompt notice of any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate share in the conduct of all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle or settle any such demandsdemands for appraisal. Section 2.4.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares (other than any Shares to be cancelled pursuant to Section 2.7(a)) outstanding immediately prior to the Effective Time, Time and held by a Stockholder who has perfected a demand not voted in favor of the Merger or consented thereto in writing and who has properly demanded appraisal for appraisal rights pursuant to such Shares in accordance with Section 262 of the DGCL with respect to any Delaware General Corporation Law (“Dissenting Shares Shares”) shall not be entitled converted into or be exchangeable for the right to receive a portion of the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) Stockholder fails to perfect or lost withdraws or otherwise loses such Personholder’s right to appraisal pursuant and payment thereunder. If, after the Effective Time, any such Stockholder fails to the DGCL with respect to perfect or withdraws or loses such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholderholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Sharesappraisal, such Dissenting Stockholder Shares shall thereupon be entitled treated as if they had been converted as of the Effective Time into the right to receive only the payment provided by Section 262 portion of the DGCL with respect Merger Consideration, if any, to which such Dissenting Sharesholder is entitled pursuant to Section 2.7(c), without interest. The Company Premise shall give Parent Eclipsys (ia) prompt notice of any written demands received by Premise for appraisalappraisal of Shares, attempted written withdrawals of such demands, and any other instruments served pursuant to applicable Law that are Delaware law and received by the Company Premise relating to Company a stockholders’ rights of to appraisal with respect to the Merger, and (iib) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for any exercise of such appraisal by Company stockholders under the DGCLrights. The Company Premise shall not, except with the prior written consent of ParentEclipsys, voluntarily make any payment with respect to any demands for appraisalpayment for Capital Stock of Premise, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person whoNotwithstanding any provision of this Agreement to the contrary, shares of Company Capital Stock that are outstanding immediately prior to the Effective Time, has perfected a demand Time and which are held by stockholders who shall not have voted in favor of the Merger or consented thereto in writing and who shall have demanded properly in writing appraisal for appraisal rights pursuant to such shares in accordance with Section 262 of the DGCL with respect (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to any Dissenting Shares receive the consideration set forth in Section 1.5. Such stockholders shall be entitled to receive the Per Share Merger Consideration such consideration as is determined to be due with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with the provisions of Section 262(k) 262 of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such , except that all Dissenting Shares. Unless and until a Dissenting Stockholder Shares held by stockholders who shall have failed to perfect or who effectively so shall have withdrawn or lost such Dissenting Stockholder’s right their rights to appraisal pursuant to the DGCL with respect to of such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by shares under Section 262 of the DGCL with respect shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the consideration specified in Section 1.5, without any interest thereon, upon surrender, in the manner provided in Section 1.7, of the certificate or certificates that formerly evidenced by such Dissenting Shares less the cash allocable to such Dissenting Sharesstockholder to be deposited in the Escrow Fund in respect of Company Capital Stock pursuant to Sections 1.7(b) and 7.2. The Company shall give Parent (i) prompt notice of any written demands for appraisalappraisal received by the Company, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, appraisal or offer to settle or settle any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time, has perfected a demand for Time and which are held by stockholders properly exercising and perfecting appraisal rights pursuant to available under Section 262 of the DGCL with respect Corporation Law (the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to any receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Corporation Law. Dissenting Shares shall be entitled treated in accordance with Section 262 of the Corporation Law. If any such holder shall have failed to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person perfect or shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Personright to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so been irrevocably lost, withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to expired, the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting SharesMerger Consideration without any interest thereon. The Company shall give Parent and Merger Sub (ia) prompt written notice of any written demands for appraisalappraisal of any Shares, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable the Corporation Law that are and received by the Company relating to Company stockholders’ rights to be paid the “fair value” of appraisal Dissenting Shares, as provided in Section 262 of the Corporation Law and (iib) the opportunity to participate in and direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCLCorporation Law. The Company shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisalappraisals of capital stock of the Company, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, prior if required by the FBCA (but only to the extent required thereby), any Shares that are held by holders (i) that are entitled to and properly demand and exercise their dissenters’ rights and who comply in all respects with the provisions of Section 607.1301 to 607.1333 of the FBCA and (ii) who have not effectively withdrawn such demand (collectively, the “Dissenting Shares”) shall not be converted into the right to receive, as of the Effective Time, has perfected a demand for appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares as provided in Section 4.1(a), unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or otherwise lost or failed to perfect such Person’s right to appraisal pursuant or payment under the FBCA, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the DGCL Effective Time, the Per Share Merger Consideration as provided in Section 4.1(a), without interest, and such Shares shall not be deemed Dissenting Shares, and such holder thereof shall cease to have any other rights with respect to such Dissenting Shares. Unless and until a Each holder of Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder Shares shall be entitled to receive only the payment provided by Section 262 the provisions of Sections 607.1301 through 607.1333 of the DGCL FBCA with respect to such Dissenting Shares, unless and until such Person shall have effectively withdrawn or otherwise lost or failed to perfect such Person’s right to appraisal or payment under the FBCA. The Company shall give Parent (i) prompt notice of any written demands for appraisal, withdrawals or attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholdersshareholders’ rights of appraisal and (ii) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands demand for appraisal by Company stockholders under the DGCLFBCA. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. No Person whoNotwithstanding any provision of this ----------------- Agreement to the contrary, prior if and to the extent required by the DGCL, Dissenting Shares shall not be converted into the right to receive the Merger Consideration, and holders of such Dissenting Shares shall be entitled to receive payment of the appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL unless and until such holders fail to perfect or effectively withdraw or otherwise lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, has perfected a demand for appraisal rights any such holder fails to perfect or effectively withdraws or otherwise loses such right, such Dissenting Shares shall thereupon be treated as if they had been converted into and become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. Notwithstanding anything to the contrary contained in this Section 3.03, if (i) the Merger is rescinded or abandoned or (ii) the stockholders of the Company revoke the authority to effect the Merger, then the right of any stockholder to be paid the fair value of such stockholder's Dissenting Shares pursuant to Section 262 of the DGCL with respect to any Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Sharescease. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights for appraisals of appraisal Dissenting Shares and (ii) the opportunity to participate in direct all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders rights under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, appraisals or offer to settle or settle any such demands.