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Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be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 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receive the Merger Consideration, unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to appraisal under the DGCL.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Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (treated in accordance with Section 262(k) 262 of the DGCL) .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 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 treated in accordance with Section 262 of the DGCL. 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 in accordance with Section 2.1(a) (less any payments made by the Surviving Corporation with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (before entry of judgment in accordance with Section 262(k262(h) of the DGCL) or lost such Person’s ). 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 appraisal pursuant to the DGCL direct all negotiations and proceedings 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 without the prior written consent of Parent, voluntarily make or offer to make any payment with respect to any demands for appraisalto, compromise or settle or offer to settle compromise or settle 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 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 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 Section 3.1 hereof, 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 demand for appraisal rights pursuant to under Section 262 1701.85 of the DGCL with respect OGCL (the "Dissenting Shares"), shall not be converted into the right to any receive the Cash Consideration and Split-Off Consideration, but the holders of Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect such consideration as shall be determined pursuant to said Section 1701.85; provided, however, that if any such Dissenting Shares unless and until such Person holder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) failed to perfect or lost such Person’s shall withdraw or lose his right to appraisal pursuant and payment under the OGCL, such holder's shares shall thereupon be deemed to have been converted as of 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 Effective Time into the right to appraisal pursuant to receive the DGCL with respect to Cash Consideration and Split-Off Consideration, without any interest thereon, and such Dissenting Shares, such Dissenting Stockholder shares of Company Common Stock shall no longer 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 appraisalpayment, attempted withdrawals of such demands, demands for payment and any other instruments served pursuant to applicable Law that are the OGCL 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 payment under the DGCLOGCL. The Company shall will not voluntarily make any payment with respect to any demands for payment and will not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, settle 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 and which are held by stockholders who have not voted to adopt this Agreement, if applicable, and comply with all of the relevant provisions of Section 262 of the DGCL (the "Dissenting Shares") shall not be converted into or be exchangeable for the right to receive the consideration provided in Section 2.07 of this Agreement but shall instead be entitled to receive payment of the fair value of such Shares in accordance with the relevant provisions of such Section 262, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal and payment under the DGCL. If any such holder shall have so failed to perfect or shall have effectively withdrawn or lost such right, the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such holder's Shares shall thereupon be deemed to have been converted into and to have become exchangeable for, at the Effective Time, the right to receive the consideration provided in Section 2.07. 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 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, 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 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 Shares”) shall 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 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 shall cease and such Dissenting Shares shall be deemed to such have been converted, as of the Effective Time, into and shall be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Shares. The Company shall 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 shall have the opportunity right to participate in and direct all negotiations and proceedings which take place prior to the Effective Time Actions 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 compromise or offer to settle or settle compromise, any such demands, approve any withdrawal of any such demands or agree to do any of the foregoing.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, prior except to the extent otherwise required by applicable Laws, any Dissenting Shares will not be converted into the right to receive the Merger Consideration, and will instead represent the right to receive only the fair value thereof under Section 106(6) of the Companies Act. If any such holder fails to perfect or otherwise waives, withdraws or loses his right to appraisal under Section 106(6) of the Companies Act, 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 have been converted, as of the Effective Time, has perfected a demand into and will be exchangeable solely for appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares shall be entitled 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 interest. The Company shall will give Parent (i) prompt notice of (A) 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 are the Companies Act and received by the Company relating to rights to be paid the fair value of Dissenting Shares and (B) to the extent that the Company stockholders’ rights has knowledge, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time Proceedings with respect to any demands for appraisal by Company stockholders under the DGCLCompanies Act. 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 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 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 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 3.1 ----------- hereof, unless and until such holder fails to perfect or efficiently 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. 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 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 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, 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 any provision of this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time, has perfected a demand for appraisal rights pursuant to Section 262 Time and which are held by holders who shall have complied with the provisions of the DGCL with respect Dissenters’ Rights Statutes (the “Dissenting Shares”) shall not be converted into the right to any receive the applicable Merger Consideration, and holders of such Dissenting Shares shall 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 the Dissenters’ Rights Statutes, unless and until the applicable holder fails to comply with such Person shall have provisions or effectively withdrawn (in accordance with Section 262(k) withdraws or otherwise loses such holder’s rights to receive payment of the DGCL) fair value of such holder’s Shares under such provisions. If, after the Effective Time, any such holder fails to comply with the provisions of the Dissenters’ Rights Statutes or lost effectively withdraws or loses 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 Sharesright, such Dissenting Stockholder Shares shall thereupon be entitled treated as if they had been converted at the Effective Time into the right to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Sharesapplicable Merger Consideration. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals appraisal of such demandsShares, and any other instruments served pursuant to applicable Law that are notices or communications, received by the Company under or relating to Company stockholdersthe Dissenters’ rights of appraisal Rights Statutes, 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, notices and communications. 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. The Company shall comply in all respects with, and reasonably cooperate with Parent and Purchaser regarding, any matters relating to the Dissenters’ Rights Statutes.

Dissenting Shares. No Person whoNotwithstanding any provision of this Agreement to the contrary, shares of Company 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 Company 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") , shall not be converted into or exchangeable for the right to any receive the Merger Consideration, and holders of such Dissenting Shares shall be entitled to receive payment of the Per Share Merger Consideration with respect to fair value of such Dissenting Shares unless and until such Person shall have effectively withdrawn (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 and until the applicable holder fails to perfect or effectively withdraws or otherwise loses such holder's rights to appraisal under the DGCL. If, after the Effective Time, any such holder fails to perfect 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 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) 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 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.

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 otherwise complies with, Section 262 of the DGCL with respect to any (such Shares, “Dissenting Shares Shares”) shall not be entitled converted into the right to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless as provided in Section 2.1(a), and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of 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. If any such holder fails to perfect or otherwise waives, withdraws or loses his right to appraisal under Section 262 of the DGCL with respect to or other applicable Law, then such Dissenting SharesShares shall be deemed to be Shares that have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Per Share Amount as provided in Section 2.1(a), without interest. 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 appraisal, and (ii) the opportunity 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 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 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 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 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 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 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, 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 who, prior Notwithstanding anything in this Agreement to the Effective Timecontrary, has perfected a demand for appraisal rights pursuant to Section 262 shares 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 Class A Common Stock issued 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 outstanding immediately prior to the Effective Time held by a holder who shall have not voted in favor of the Merger or consented thereto in writing and who shall have demanded in writing appraisal for such shares in accordance with Sections 607.1301 et seq. of the FBCA shall not be converted into a right to receive the Merger Consideration but shall have the rights set forth in Sections 607.1301 et seq. of the FBCA (or any successor provisions), if applicable unless such holder fails to perfect or otherwise loses such holder's right to such payment or appraisal, if any, pursuant to Sections 607.1301 et seq. of the FBCA. If, after the Effective Time, any holder of Class A Common Stock fails to perfect or loses any such right to appraisal, each such share of such holder shall 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 1.2. RISCORP shall give prompt notice to Acquiror of any notices of dissent, demands for payment of fair value or other communications or actions received by RISCORP with respect to demands for appraisal by Company stockholders under shares of Class A Common Stock, and Acquiror shall have the DGCLright to participate in and approve all negotiations and proceedings with respect thereto. The Company RISCORP shall not, except with the prior written consent of ParentAcquiror, 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 whoEach outstanding share of Company Common Stock the holder of which has perfected his, prior her or its right to dissent from the Merger under the DGCL and has not effectively withdrawn or lost such right as of the Effective TimeTime (the “Dissenting Shares”) shall not be converted into, has perfected or represent a demand for appraisal right to receive, the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights pursuant to Section 262 as are granted by the applicable provisions of the DGCL with respect to DGCL. If any holder of Dissenting Shares shall be entitled fail 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 the right to appraisal dissent, the Dissenting Shares held by such holder shall thereupon be treated as though such Dissenting Shares had been converted into the right to receive the Merger Consideration to which such holder would be entitled 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 Shares4.1 hereof. The Company shall give Parent (i) prompt notice upon receipt by the Company of any written demands for appraisal, attempted payment of the fair value of shares of Company Common Stock and of withdrawals of such demands, demands and any other instruments served provided to the Company pursuant to the applicable Law that are received by provisions of the DGCL. The Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place shall not make any payment or settlement offer prior to the Effective Time with respect to any such demands for appraisal by Company stockholders under the DGCL. The Company unless Parent shall not, except with the have given its prior written consent of Parent, voluntarily make any to such payment with respect to any demands for appraisal, offer to settle or settle any such demandssettlement offer.

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 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 DGCLDissenting Shares. 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.

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 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, Shares which are issued and outstanding immediately prior to the Effective Time, has perfected a demand for appraisal rights pursuant to Time and which are held by stockholders who did not vote in favor of the Merger and who comply with all of the relevant provisions of Section 262 of the DGCL with respect to any (the "Dissenting Shares Shares") shall not be entitled converted into or be exchangeable for the right to receive the Per Share Merger 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 DGCL), 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. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall be treated at the Company's sole discretion as either (i) a Share (other than an Electing Share) that had been converted as of the Effective Time of the Merger into the right to receive Merger Consideration in accordance with Section 262(k) of the DGCL2.01(a) 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(ii) an Electing Share. The Company shall give Parent (i) prompt notice to the Sub 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) the opportunity Sub and Parent shall have the 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 the Sub and 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, 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 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 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 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 (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 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, 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 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 withdraws or loses (including by a determination of a court of competent jurisdiction) or lost any such Person’s 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 pursuant has been irrevocably lost, withdrawn or expired, the Merger Consideration in accordance with Section 3.1(a). Prior 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 Effective Time, 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 promptly notify Parent (i) prompt notice 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 reasonably participate in and reasonably 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 of Common Stock issued and outstanding immediately prior to the Effective TimeTime and held by a holder (a "Dissenting Shareholder"), if any, who has perfected a demand for the right to demand, and who properly demands, an 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 (shares in accordance with Section 262(k) 85 of the DGCLMBCL or any successor provision ("Dissenting Shares") or lost such Person’s shall not be converted into a right to appraisal pursuant receive the Merger Consideration unless such Dissenting Shareholder fails to perfect or otherwise loses or withdraws such Dissenting Shareholder's right to such appraisal, if any. Provided the DGCL holder of any Dissenting Shares complies with the provisions of the MBCL, such holder shall have with respect to such Dissenting Sharesthereto solely the rights provided under Sections 86 through 98, inclusive, of the MBCL. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to If, after the DGCL with respect to such Dissenting SharesEffective Time, such Dissenting Stockholder Shareholder fails to perfect or otherwise loses or withdraws any such right to appraisal, each such share of such Dissenting Shareholder shall be entitled treated as a share that had been converted as of the Effective Time into the right to receive only the payment provided by Merger Consideration in accordance with this Section 262 of the DGCL with respect to such Dissenting Shares2.1. The Company shall give Parent (i) prompt notice to Parent 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 any Dissenting Shares, 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 the prior written consent of Parent, voluntarily which consent shall not be unreasonably withheld, 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, 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 Offer 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 Offer 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) provide 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 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 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.. ARTICLE IV

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the ----------------- contrary, in the event the Reverse Merger is effected, Shares issued and outstanding immediately prior to the Effective TimeTime held by a holder (if any) who has the right to demand, has perfected a demand for and who properly demands, an appraisal rights pursuant to of such Shares in accordance with Section 262 of the DGCL with respect to (or any successor provision) ("Dissenting Shares Shares") shall not be entitled converted into a right to receive the Per Share Merger Consideration unless such holder fails to perfect or otherwise loses such holder's right to such appraisal, if any. If, after the Effective Time, such holder fails to perfect or loses any such right to appraisal, each such Share of such holder shall 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 this Section 3.1(e). Company shall give prompt notice to Parent of any demands received by Company for appraisal of Shares, and Parent shall have the right to participate in and 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 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 or offer to settle or settle settle, any such demands. In the event the Forward Merger is effected, holders of Shares issued and outstanding immediately prior to the Effective Time shall not be entitled to demand an appraisal of such Shares in accordance with Section 262 of the DGCL.

Dissenting Shares. No Person whoNotwithstanding any provision of this ----------------- Agreement to the contrary, if and to the extent required by the DGCL, shares of Company Common Stock that 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 Company Common Stock who have properly exercised appraisal rights pursuant with respect thereto (the "Dissenting Common Stock") in accordance with Section 262 of the DGCL, ----------------------- shall not be converted into the right to receive the Merger Consideration, and each holder of such shares of Dissenting Common Stock shall be entitled to receive payment of the appraised value of such shares of Dissenting Common Stock in accordance with the provisions of 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 holder fails to perfect or effectively withdrawn (in accordance with Section 262(k) of the DGCL) withdraw or lost such Person’s otherwise loses his, her or its right to appraisal pursuant and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Dissenting Common Stock shall thereupon be treated as if they had been converted into and have become exchangeable for, at 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 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 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 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 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 of Dissenting Common Stock. 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, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands.

Dissenting Shares. No Person whoNotwithstanding Section 2.5, the shares of Asure Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by Asure Shareholders who did not vote in favor of the Merger and who comply with all of the relevant provisions of Section 92A.42D of the NGCL (the "Dissenting Shares") shall not be converted into the right to receive the Merger Consideration, unless and until such Asure Shareholders shall have waived in writing or failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the NGCL; and any such Asure Shareholder shall have only such rights in respect of the Dissenting Shares owned by them as are provided by Section 92A.46D of the NGCL. If any such Asure Shareholder shall have waived in writing or failed to perfect or shall have effectively withdrawn or lost such right, such Asure Shareholder's Dissenting Shares shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive the Merger Consideration without any interest thereon, pursuant to the terms of Section 2.5. 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 Asure will not, except with the prior written consent of ParentHERZ, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demandsclaim made by the stockholders owning the Dissenting Shares.

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 held by a holder who has perfected a the right to demand payment for and an appraisal rights pursuant to of such shares in accordance with Section 262 of the DGCL with respect (or any successor provision) ("Dissenting Shares") shall not be converted into 2 9 the right to receive Merger Consideration unless such holder fails to perfect or otherwise withdraws, forfeits or loses such holder's right to such payment or appraisal, if any. If, after the Effective Time, such holder fails to perfect or withdraws, forfeits or loses any Dissenting Shares such right to appraisal, each share of such holder shall be entitled treated as a share that had been converted as of 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 this 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. The Company shall give Parent (i) prompt notice to THL I 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) THL I 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 ParentTHL I, voluntarily which consent shall not be unreasonably withheld, make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands.. (e)

Dissenting Shares. No Notwithstanding anything in this Agreement to the contrary, no Person who, who has prior to the Effective Time, has Time 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) 262 of the DGCL) its demand for, or lost such Person’s its right to to, appraisal pursuant to under the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn its demand for, or lost such Dissenting Stockholder’s its right to to, appraisal pursuant to under the DGCL with respect to such Dissenting Shares, such each 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 Laws that are received by the Company relating to Company stockholders’ rights of appraisal and (ii) Parent shall have 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 DGCLthereto. 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, or agree or commit to do any of the foregoing.

Dissenting Shares. No Person whoNotwithstanding Section 2.2 hereof, Shares issued and outstanding immediately prior to the Effective Time, Time and held by a holder who has properly exercised and perfected a demand for appraisal rights under Section 262 of the DGCL (the "Dissenting Shares"), shall not be converted into the right to re ceive the Merger Consideration, but the holders of Dis senting Shares shall be entitled to receive such consid eration as shall be determined pursuant to Section 262 of the DGCL with respect DGCL; provided, however, that if any such holder shall have failed to any Dissenting perfect or shall withdraw or lose his right to appraisal and payment under the DGCL, such holder's Shares shall 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 to Consideration, without any interest thereon, and 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 no longer 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 Buyer (i) 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 the DGCL 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, will not voluntarily make any payment with respect to any demands for appraisalappraisal and will not, except with the prior written consent of Buyer, settle or offer to settle or settle 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 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 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 any provision of this Agreement to the contrary, Shares which are issued and outstanding immediately prior to the Effective Time, has perfected a demand for appraisal rights pursuant to Time and which are held by holders who shall have complied with the provisions of Section 262 of the DGCL with respect (the “Dissenting Shares”) shall not be converted into the right to any receive the applicable Merger Consideration, and holders of such Dissenting Shares shall 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 Section 262 of the DGCL, unless and until such Person shall have effectively withdrawn (in accordance the applicable holder 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 holder’s rights to receive payment of the fair value of such holder’s Shares under Section 262 of the DGCL. If, after the Effective Time, any such holder 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 applicable Merger Consideration. 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 Section 262 of appraisal the DGCL, 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 Notwithstanding anything in this Agreement to the contrary, no Person who, who has prior to the Effective Time, has Time perfected a demand for appraisal dissenters’ 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) 262 of the DGCL) or lost such Person’s right to appraisal pursuant to payment of fair value 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 under 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 appraisalpayment of fair value, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ dissenters’ rights of appraisal and (ii) the opportunity to participate in and control all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal payment of fair value 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 appraisalpayment of fair value, offer to settle or settle any such demands.

Dissenting Shares. No Notwithstanding anything in this Agreement to the contrary, no Person who, who has prior to the Effective Time, has Time perfected a demand for appraisal dissenters' 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) 262 of the DGCL) or lost such Person’s 's right to appraisal pursuant to payment of fair value 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 's right to appraisal pursuant to under 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 appraisalpayment of fair value, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ ' dissenters' rights of appraisal and (ii) the opportunity to participate in and control all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal payment of fair value 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 appraisalpayment of fair value, 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, 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 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 Article. 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 who(i) If applicable, prior notwithstanding any provision of this Agreement to the contrary, each outstanding share of Company Stock, the holder of which (x) has not voted in favor of the Merger, (y) has perfected such holder's right to an appraisal of such holder's shares in accordance with the applicable provisions of the DGCL and (z) has not effectively withdrawn or lost such right to appraisal (a "Dissenting Share"), shall not be converted into or represent a right to receive shares of Parent Common Stock pursuant to Section 3.1(a) or 3.1(b), as applicable, but the holder thereof shall be entitled only to such rights as are granted by the applicable provisions of the DGCL; provided, however, that any Dissenting Share held by a person at the Effective Time who shall, after the Effective Time, has perfected a withdraw the demand for appraisal rights or lose the right of appraisal, in either case pursuant to the DGCL, shall be deemed to be converted into, as of the Effective Time, the right to receive Parent Common Stock 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 DGCL3.1(a) or lost such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares3.1(b), as applicable. 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. (ii) The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, demands for appraisal and any other instruments served pursuant to the applicable Law that are provisions of the DGCL relating to the appraisal process received by the Company and shall allow Parent the right to direct any proceedings and the resolution thereof relating to Company stockholders’ rights of appraisal and such process. (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.e)

Dissenting Shares. No Person who, prior to Each outstanding share of Company Common Stock the Effective Time, holder of which 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 his right to appraisal pursuant to dissent under the DGCL with respect to such Dissenting Shares. Unless NGCL and until a Dissenting Stockholder shall have has not effectively so withdrawn or lost such right as of the Effective Time (the “Dissenting Stockholder’s Shares”) shall not be converted into or represent a right to appraisal pursuant to receive Merger Consideration hereunder. Rather, the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder holder thereof shall be entitled only to receive only the payment provided by Section 262 of the DGCL with respect to appraised value of such Dissenting SharesShares in accordance with the provisions of Section 92A.380 of the NGCL. The Company shall give Parent (i) prompt notice of any written demands for appraisalfiled pursuant to Section 92A.380 received by the Company, attempted withdrawals of such demands, and any other instruments served in connection with such demands pursuant to applicable Law that are the NGCL and 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 DGCLNGCL consistent with the obligations of the Company there under. The Company shall not, except with the prior written consent of Parent, voluntarily (x) make any payment with respect to, or to any demands for appraisalperson making, any such demand, (y) offer to settle or settle any such demandsdemand or (z) waive any failure to timely deliver a written demand in accordance with the NGCL. If any holder of Dissenting Shares shall fail to perfect or shall have effectively withdrawn or lost the right to dissent (which shares are referred to as “Unperfected Dissenting Shares”) at any time, the Unperfected Dissenting Shares held by such holder shall be converted on a share by share basis into the right to receive the Merger Consideration in accordance with the applicable provisions of this Agreement, as Parent or the Exchange Agent shall determine, without any interest thereon. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation.

Dissenting Shares. No Person who(a) Notwithstanding anything in this Agreement to the contrary, NHC 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 NHC 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 NHC 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 Section 2.9(a). NHC 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 Helius of any written demands for appraisalappraisal of any NHC 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) Helius 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 NHC shall not, except with without the prior written consent of ParentHelius, 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 this Agreement to the contrary, if and to the extent required by the DGCL, shares of Company Common Stock that 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 Company Common Stock who have properly exercised appraisal rights pursuant with respect thereto (the "Dissenting Common Stock") in accordance with Section 262 of the DGCL, shall not be converted into the right to receive the Merger Consideration, and each holder of such shares of Dissenting Common Stock shall be entitled to receive payment of the appraised value of such shares of Dissenting Common Stock in accordance with the provisions of 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 holder fails to perfect or effectively withdrawn (in accordance with Section 262(k) of the DGCL) withdraw or lost such Person’s otherwise loses his, her or its right to appraisal pursuant and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Dissenting Common Stock shall thereupon be treated as if they had been converted into and have become exchangeable for, at 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 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 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 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 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 of Dissenting Common Stock. 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, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective TimeTime that are held by any holder who has not voted in favor of the Merger and who is entitled to demand and properly demands, has perfected a exercises, and perfects his or her demand for 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 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 and shall be entitled to receive consideration thereunder. If any such holder fails to 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 Shares4.1(c). 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 Section 262 of 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 Except with the prior written consent of Parent, voluntarily the Company shall not make any payment with respect to any demands for appraisal, appraisal or settle or offer to settle or settle any such demandsdemands for appraisal.

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, has perfected a Time that are held by any holder who is entitled to demand for and properly demands appraisal rights of such shares of Company Common Stock pursuant to Section 262 Sections 607.1301-607.1333 of the DGCL with respect to any FBCA (“Dissenting Shares Company Shares”) shall not be entitled converted into the right to receive the Per Share Merger Consideration with respect to such Dissenting Shares Purchaser Common Stock and the Cash Price, unless and until such Person holder shall have failed to perfect, or shall have effectively withdrawn (or lost, such holder’s right to appraisal under the FBCA. If any such holder fails to perfect or withdraws or loses any such right to appraisal, each such share of Company Common Stock 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 Purchaser Common Stock and the Cash Price 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 Shares2.2. 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) serve prompt notice to Purchaser of any written 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 received by the Company relating to Company stockholders’ rights of appraisal to appraisal, and (ii) Purchaser 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 ParentPurchaser, 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 Each Share the holder of which has perfected its right to dissent under Section 13.01 et seq. of the VBCA and has not effectively withdrawn or lost such right as of the Effective Time (the “Dissenting Shares”) shall not be converted into or represent a right to receive any payment under this Article II, and the holder thereof shall be entitled only to such rights as are granted by the VBCA; provided, however, that any Dissenting Share held by a Person whoat the Effective Time who shall, prior to after the Effective Time, has perfected a withdraw the demand for appraisal rights pursuant to Section 262 of payment for shares or lose 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 payment for shares, in either case pursuant to the DGCL with respect VBCA, shall be deemed to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s be converted into, as of the Effective Time, the right to appraisal receive payment 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 Article II. The Company shall give Parent (i) prompt notice upon receipt by the Company of any such written demands for appraisal, attempted payment of the fair value of such Shares and of withdrawals of such demands, notice and any other instruments served provided pursuant to applicable 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 the demand for appraisal by Company stockholders payment of fair value for such Shares under the DGCLVBCA. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation. The Company shall not, prior to the Effective Time, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalpayment of fair value, offer to settle or settle any such demandsdemands without the written consent of Parent.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, shares of capital stock of the Company that are issued and outstanding immediately prior to the Effective Time, Time and that are held by a holder thereof who has perfected a demand validly demanded payment of the fair value for appraisal rights pursuant to such shares as determined in accordance with Section 262 of the DGCL (such shares, the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead shall be converted into the right to receive payment from the Surviving Corporation with respect to any such Dissenting Shares in accordance with the DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right under the DGCL. If any such holder of shares of capital stock of the Company shall have failed to perfect or shall have effectively withdrawn or lost such right, each share of Company Common Stock held by such holder shall be entitled treated, at Parent’s sole discretion, as a share of Company Common Stock that had been converted as of 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 Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares1.8(c). The Company shall give Parent (i) prompt notice to Parent of any written demands for appraisal, attempted withdrawals of such demands, (and any other instruments served pursuant to applicable Law that are withdrawals thereof) received by the Company relating for appraisal of shares the Company’s capital stock pursuant to Company stockholders’ rights Section 262 of appraisal the DGCL, and (ii) Parent shall have the opportunity right to reasonably 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 demands for appraisalto, offer to or settle or settle waive any rights with respect to, 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 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 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 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 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, shares of Common Stock issued and outstanding immediately prior to the Effective TimeTime and held by a holder (a "Dissenting Shareholder"), if any, who has perfected a demand for the right to demand, and who properly demands, an 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 (shares in accordance with Section 262(k) 85 of the DGCLMBCL or any successor provision ("Dissenting Shares") or lost such Person’s shall not be converted into a right to appraisal pursuant receive the Merger Consideration unless such Dissenting Shareholder fails to perfect or otherwise loses or withdraws such Dissenting Shareholder's right to such appraisal, if any. Provided the DGCL holder of any Dissenting Shares complies with the provisions of the MBCL, such holder shall have with respect to such Dissenting Sharesthereto solely the rights provided under Sections 86 through 98, inclusive, of the MBCL. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal pursuant to If, after the DGCL with respect to such Dissenting SharesEffective Time, such Dissenting Stockholder Shareholder fails to perfect or otherwise loses or withdraws any such right to appraisal, each such share of such Dissenting Shareholder shall be entitled treated as a share that had been converted as of the Effective Time into the right to receive only the payment provided by Merger Consideration in accordance with this Section 262 of the DGCL with respect to such Dissenting Shares2.1. The Company shall give Parent (i) prompt notice to Parent 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 any Dissenting Shares, 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 the prior written consent of Parent, voluntarily which consent shall not be unreasonably withheld, make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands.. (e)

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 adoption of this Agreement and who is entitled to demand for and properly demands appraisal rights of such Shares pursuant to 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 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, 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 Per Share Merger Consideration in accordance with Section 2.1(a). 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 control, and make decisions in respect of, and otherwise participate in, 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 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 without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, or compromise or settle, or offer to settle compromise 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 to any (“Dissenting Shares Shares”) shall not be entitled converted into the right to receive the Per Share Merger Consideration with respect to such Dissenting Shares Consideration, unless and until such Person 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(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 Per Share 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 Shares3.01(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, 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, 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.

Dissenting Shares. No Person Notwithstanding any provision of this Agreement to the contrary, any shares of capital stock of the Company held by a holder who has exercised appraisal rights for such shares in accordance with the DGCL 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 Merger Consideration pursuant to Section 1.06, 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 under the DGCL. Notwithstanding the provisions of subsection (a) if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder's appraisal rights, then, as of the later of the Effective Time or 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 the Merger Consideration, without interest thereon, upon surrender of the DGCL with respect to certificate or certificates representing such Dissenting Shares. The Company shall give Parent (i) prompt notice of any written demands for appraisalreceived by the Company to require the Company to purchase shares of capital stock of the Company pursuant to the DGCL, 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 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, NEXA Shares outstanding immediately prior to the Effective TimeTime held by a holder (if any) who is entitled to demand, has perfected a demand and who properly demands, appraisal for appraisal rights pursuant to such NEXA Shares in accordance with Section 262 of the DGCL with respect (“Dissenting Shares”) shall not be converted into a right to any Dissenting Shares receive the Per Preferred Share Price or the Per Common Share Price, as applicable pursuant to Section 1.5(c) unless such holder withdraws, fails to perfect or otherwise loses such holder’s right to appraisal, if any. Such stockholders shall be entitled to receive payment of the Per Share Merger Consideration with respect to appraised value of such Dissenting NEXA Shares unless and until such Person shall have effectively withdrawn (held by them 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. If, after the Effective Time of the Merger, such holder withdraws, fails to perfect or loses any such Dissenting Sharesright to appraisal, each such NEXA Share shall be treated as if it had been converted as of the Effective Time into the right to receive the Per Preferred Share Price or the Per Common Share Price, as applicable pursuant to Section 1.5(c). The Company NEXA shall give Parent ACQUIROR (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 NEXA Shares received by the Company relating to Company stockholders’ rights of appraisal NEXA 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 NEXA shall not, except with without the prior written consent of ParentACQUIROR, 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 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 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, or settle or offer to settle or settle settle, any such demands.

Dissenting Shares. No Person whoNotwithstanding anything to the contrary in this Agreement, none of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, the holder (a “Dissenting Stockholder”) of which (a) has perfected a demand for not voted in favor of the Merger or consented to it in writing, (b) has demanded its rights to appraisal rights pursuant to in accordance with Section 262 of the DGCL with respect and (c) has not effectively withdrawn or lost its rights to any appraisal (“Dissenting Shares”), shall be converted into the right to receive the Merger Consideration. At the Effective Time, all Dissenting Shares (i) shall be cancelled and shall cease to exist and (ii) shall represent the right to receive only those rights provided under the DGCL. If, after the Effective Time, any holder of Dissenting Shares withdraws, loses or fails to perfect its rights to appraisal, then (x) such shares shall be treated as if they had been converted into the Merger Consideration as of the Effective Time and (y) such holder shall be entitled only 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 those rights granted under Section 262(k) 262 of the DGCL) or lost such Person’s right to . The Company shall promptly notify Parent upon receipt of any written demands for 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 to such Dissenting Shares. The Company shall give Parent (i) prompt notice of and any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Parent shall have the Company relating to Company stockholders’ rights of appraisal and (ii) 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 notnot settle, except with the prior written consent of Parent, voluntarily offer to settle or make any payment with respect to any such demands for appraisal, offer to settle or settle any such demandsunless it receives prior written consent from 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 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 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 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, the shares of Company Stock that are issued and outstanding immediately prior to the Effective Time, has perfected a demand for appraisal rights pursuant to Time and that are held by the stockholders of the Company who did not vote in favor of the Merger and who comply with all of the relevant provisions of Section 262 of the DGCL with respect to any (the “Dissenting Shares Shares”) shall not be entitled converted into or represent the right 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 retain 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 Merger Consideration applicable to such Dissenting Shares, unless and until such Holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL; and any such Holder shall have only such rights in respect of the Dissenting Stockholder shall be entitled to receive only the payment Shares owned by them as are provided by Section 262 of the DGCL with respect DGCL. If any such Holder shall have failed to perfect or shall have effectively withdrawn or lost such right, such Holder’s Dissenting Shares. The Company Shares shall give Parent (i) prompt notice thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive the applicable Merger Consideration without any written demands for appraisalinterest thereon, 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 terms of appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior this Article II. 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, or settle or offer to settle or settle settle, any such demandsclaim made by the stockholders of the Company with respect to the Dissenting Shares. Dissenting Shares, if any, after payments of fair value in respect thereto have been made to the holders thereof pursuant to applicable Law, shall be canceled.

Dissenting Shares. No Person whoNotwithstanding Section 1.6, Shares outstanding immediately prior to the Effective TimeTime and held by a holder who has not voted in favor of the Merger or consented thereto in writing 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, has perfected a demand for unless such holder fails to perfect or withdraws or otherwise loses its rights to appraisal or it is determined that such holder does not have appraisal rights pursuant in accordance with the DGCL. If after the Effective Time such holder fails to Section 262 of the DGCL with respect perfect or withdraws or loses its right to any Dissenting appraisal, or if it is determined that such holder does not have an appraisal right, such Shares shall be entitled treated as if they had been converted as of the Effective Time into the right to receive in exchange for each Share 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 SharesConsideration. The Company shall give Parent (i) and Merger Sub 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 and Merger Sub 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 ParentParent and Merger Sub, 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, prior Notwithstanding any provision of this Agreement to the Effective Timecontrary, has perfected a demand for appraisal rights pursuant to Section 262 of the DGCL with respect to any shares of Company Stock held by stockholders of the Company who have exercised and perfected and/or reserved their appraisal or dissenters rights (the "Dissenting Shares") in accordance with the DGCL, such Dissenting Shares shall not be converted into or represent the right to receive the consideration payable pursuant to this Agreement upon consummation of the Merger, but, instead, the holders 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 (in accordance with the provisions of Section 262(k) 262 of the DGCL) or lost , unless and to the extent that any such Person’s holder of Dissenting Shares shall have irrevocably forfeited 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 or irrevocably withdrawn its demand for appraisal. If any such holder of Dissenting Shares has so irrevocably forfeited or withdrawn its right to such appraisal of Dissenting Shares. The Company shall give Parent (i) prompt notice , then, as of any written demands for appraisal, attempted withdrawals the occurrence of such demandsevent, such holder's Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the consideration payable in respect of such shares pursuant to this Agreement, which payments shall be made pursuant to the terms of this Agreement, and any other instruments served pursuant the Parent and the Acquirer shall set aside such amounts as needed 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 demandspayments.

Dissenting Shares. No Person whoNotwithstanding anything to the contrary contained in this Agreement, holders of any shares of Company Common Stock that are outstanding immediately prior to the Effective Time, has perfected a demand for appraisal rights pursuant to Section 262 Time who did not vote in favor of the DGCL Merger and who complied with respect to any Dissenting Shares the applicable provisions of the PGCL ("DISSENTING SHAREHOLDERS") shall be entitled to receive the Per Share Merger Consideration with respect only 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 rights as may be granted to such Dissenting Sharesholder in the PGCL. Unless From and until after the Effective Time, a Dissenting Stockholder Shareholder shall not 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 and shall not be entitled to receive exercise any of the voting rights or other rights of a shareholder of the Surviving Corporation. If any Dissenting Shareholder shall fail to perfect or shall waive, rescind, withdraw or otherwise lose such holder's right of appraisal under the PGCL, then such shares shall automatically be converted into and shall represent only the payment right to receive (upon the surrender of the certificate or certificates representing such shares) such consideration as provided by Section 262 of the DGCL with respect to such Dissenting Shares1.5(c). The Company shall give Parent (i) shall give ADAC 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 notice received by the Company of a shareholder's intent to demand appraisal or dissenters' rights, pursuant to the PGCL and of any other notice, demand or instrument delivered to the Company pursuant to the PGCL and of any other communication relating to Company stockholders’ rights of appraisal the foregoing, and (ii) shall give ADAC's representatives 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 notice, demand or instrument. The Company shall not, except with the prior written consent of Parent, voluntarily not make any payment, settlement or offer of payment or settlement with respect to any demands for appraisalsuch notice or demand unless ADAC shall have consented in writing to such payment, offer to settle settlement or settle any such demandsoffer.

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 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 only 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 rights provided by Section 262 of the DGCL, unless and until such Person fails to comply with the provisions of 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 the provisions of Section 262 of the DGCL 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 Merger Consideration, without any interest thereon. The Company shall (i) give Parent notice of any written demands for appraisal of Shares, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company with respect to the Dissenting Shares promptly (but in any event within forty-eight (48) hours) after receipt by the Company and (ii) give Parent the opportunity, at Parent’s sole expense, to participate in (but not direct) all negotiations and proceedings with respect to such demands for appraisal pursuant to the DGCL in respect of such Dissenting Shares. The Company shall give Parent not (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 ) and Parent and Merger Sub shall not (except with the prior written consent of the Company) 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, 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 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 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 whoNotwithstanding anything in this Agreement to the contrary, shares of Company Common Stock and Company Preferred Stock 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 Merger and who has exercised dissenters' rights in respect of such shares of Company Common Stock or Company Preferred Stock in accordance with respect the OGCL ("DISSENTERS SHARES") shall not be converted into a right to any Dissenting receive the applicable Merger Consideration unless such holder fails to perfect or withdraws or otherwise loses his dissenters' or objecting shareholders' rights. Dissenters 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) 1701.85 of the DGCL) OGCL. If after the Effective Time such holder fails to perfect or lost such Person’s withdraws or otherwise loses his right to appraisal pursuant to demand the DGCL with respect to payment of fair value for Dissenters Shares under the OGCL, such Dissenting Shares. Unless and until shares of Company Common Stock or Company Preferred Stock, as the case may be, shall be treated as if they had 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 Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Sharesapplicable Merger Consideration without interest. 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 for the exercise of dissenters' rights with respect to shares of Company stockholders’ rights of appraisal Common Stock or Company Preferred 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 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. In the event any amounts shall become due and payable in respect of such demands, such amounts shall be paid by the Company.

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 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 aggregate Per Share Merger Consideration paid to the Paying Agent to pay for Shares that have become Dissenting Shares shall be returned to Parent upon demand.

Dissenting Shares. No Person whoNotwithstanding Section 3.1(b), shares of Company Common Stock issued and outstanding immediately prior to the Effective TimeTime and held by a holder who is entitled to, and has properly exercised and perfected a his, her or its demand for for, appraisal rights pursuant to under Section 262 of the DGCL with respect (the “Dissenting Shares”) shall not be converted into the right to any 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 Per Share Merger Consideration with respect DGCL; provided, however, that if any such holder shall have failed 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 his or her 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 (whether occurring before, at or after the Effective Time), 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, in accordance with respect Section 3.1(b) and such shares shall no longer be deemed to such be Dissenting Shares. The Company shall give prompt written notice to Parent (i) prompt notice of any written demands for appraisaldemands, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are instruments, notices or demands received by the Company relating to Company stockholders’ rights for the appraisal of appraisal any shares under Section 262 of the DGCL, and (ii) Parent shall have the opportunity right to participate in and direct and control, in consultation with the Company, 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, or settle or compromise or offer to settle or settle compromise, any such demandsdemand, or agree to do any of the foregoing.

Dissenting Shares. No Person whoNotwithstanding Section 2.02, 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 Merger or consented thereto in writing and who has demanded appraisal for such Shares in accordance with the DGCL with respect shall not be converted into the right to any Dissenting Shares receive the Merger Consideration, but shall be entitled to receive the Per Share Merger Consideration with respect only 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 rights as are granted by Section 262 of the DGCL DGCL, unless such holder fails to perfect, withdraws or otherwise loses the right to appraisal under Section 262 of the DGCL. For the avoidance of doubt, Mxxxxx Consideration for Shares subject to appraisal shall not accrue interest, except to the extent required by Applicable Law. If, after the Effective Time, such holder fails to perfect, withdraws or loses the right to appraisal under Section 262 of the DGCL, such Shares shall be treated as if they had been converted pursuant to Section 2.02(a) as of the Effective Time into, and shall represent only, the right to receive the Merger Consideration in accordance with respect to such Dissenting Shares. Error! Reference source not found.. The Company shall give Parent (i) prompt notice of any written demands received by the Company for appraisal, attempted appraisal of Shares and any withdrawals of any such demands, and any other instruments served pursuant to applicable Law that are received by Parent shall have the Company relating to Company stockholders’ rights of appraisal and (ii) 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 Except with the prior written consent of Parent, voluntarily the Company shall not make any payment with respect to any demands for appraisalto, or settle or make an 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, has perfected a Time that are held by any holder who is entitled to demand for appraisal and properly demands dissenters’ rights pursuant to Section 262 of the DGCL with respect to any such Shares in the manner required under Chapter 23B.13 of the Washington Act (“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 dissenters’ rights under the Washington Act (or such dissenters’ rights shall have expired). Dissenting Shares shall be entitled treated in accordance with Chapter 23B.13 of the Washington Act. If any such holder fails to receive perfect or withdraws or loses any such dissenters’ rights (or any such dissenters’ rights shall have expired), 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 dissenters’ rights have 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 Shares2.1(a), 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 appraisal, attempted withdrawals of such demands, and any withdrawals, notices or other instruments served pursuant to applicable Law that are (including copies thereof) received by the Company relating to Company stockholdersdissenters’ rights of appraisal with respect to any Shares, 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, offer to settle or settle compromise or settle, any such demands, waive any holder’s failure to comply with the Washington Act or offer or agree to do any of the foregoing.

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 payment 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 right 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 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, 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 anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time, Time (other than Shares cancelled in accordance with Section 2.1(b)) that are held by any holder who has perfected a not voted in favor of adoption of this Agreement or consented thereto in writing 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 treated in accordance with Section 262 of the DGCL. 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 in accordance with Section 2.1(a). 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 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 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 without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisalto, offer to settle or settle compromise 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, 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 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 outstanding immediately prior to the Effective Time that are held by a holder who has not voted in favor of the Merger and 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 Cash Merger Consideration as provided in Section 3.1 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 Cash Merger Consideration, 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. 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 any provision of this Agreement to the contrary, if required by the CGCL, but only to the extent required thereby, shares of Company Capital 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 Company Capital Stock who have not voted in favor of the Merger and who have properly exercised appraisal rights pursuant to with respect thereto in accordance with Section 262 1300 of the DGCL with respect CGCL (the "Dissenting Shares") will not be exchangeable for the right to any Dissenting Shares shall receive the consideration specified herein, and holders of such shares of Company Capital Stock will be entitled to receive payment of the Per Share Merger Consideration appraised value of such shares of Company Capital Stock in accordance with respect to such Dissenting Shares the provisions of California Law unless and until such Person shall holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the CGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Company Capital Stock will thereupon be treated as if they had been converted into and to have effectively withdrawn (in accordance with Section 262(k) of become exchangeable for, at the DGCL) or lost such Person’s Effective Time, the right to appraisal pursuant to receive the DGCL with respect to consideration specified herein, without any interest thereon, and 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 consideration shall be entitled subject to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares3.5(a). The Company shall give Parent (iA) 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 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 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 whoNotwithstanding anything in this Agreement to ----------------- the contrary, Shares issued and outstanding immediately prior to the Effective TimeTime held by a holder (if any) who has not voted in favor of the Merger or consented thereto in writing and who has the right to demand, has perfected a demand for and who properly demands, an appraisal rights pursuant to of such Shares in accordance with Section 262 of the DGCL with respect to (or any successor provision) ("Dissenting Shares Shares") 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 Merger Consideration in accordance with Section 262(k2.1(c) of the DGCL) or lost such Person’s right to appraisal pursuant hereof. Notwithstanding anything to the DGCL with respect contrary contained herein, if the Merger is rescinded or abandoned, then the right of any holder to be paid the fair value of such holder's Dissenting Shares. Unless and until a Dissenting Stockholder Shares 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 to Parent of any written demands received by the Company for appraisal, attempted withdrawals appraisal of Shares and any withdrawal of such demands, and any other instruments served pursuant to applicable Law that are received by Parent shall have the Company relating to Company stockholders’ rights of appraisal and (ii) 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 settle or offer to settle or settle 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 right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect to of such Dissenting SharesShares will cease and such Dissenting Shares will be deemed to have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration, without interest. 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 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 anything in this Agreement to the contrary, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time and that is held by a stockholder who has properly exercised and perfected appraisal rights under the provisions of the NYBCL (collectively, "DISSENTING SHARES"), shall not be converted into or exchangeable for the right to receive the Merger Consideration, but shall instead entitle the holder thereof to receive payment therefor as shall be determined pursuant to the provisions of the NYBCL; PROVIDED, HOWEVER, that if such holder shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the NYBCL, each share of Company Common Stock of such holder shall thereupon be deemed to have been converted into and to have become exchangeable for, 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 right to receive the Per Share Merger Consideration with in respect to each such Dissenting Shares unless and until such Person shall have effectively withdrawn (share in accordance with Section 262(k) of the DGCL) or lost 2.8(a), and such Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shares 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 no longer 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 objection or election to applicable Law that are dissent received by the Company relating pursuant to Company stockholders’ rights Sections 623 and 910 of appraisal the NYBCL, 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 DGCLany such objections. 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, offer to settle or settle otherwise negotiate, any such demandsobjections.

Dissenting Shares. No Person whoNotwithstanding any provision in this Agreement to the contrary, to the extent that appraisal rights are available under Nevada Law, Common Stock outstanding immediately prior to the Effective TimeTime and held by a holder who has not consented thereto in writing and who has demanded appraisal for such Common Stock in accordance with such law shall not be converted into or represent the right to receive the Merger Consideration, has perfected a demand for appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares but shall be entitled to receive such consideration as shall be determined pursuant to Section 92A.300, et. seq. of the Per Share Merger Consideration with respect Nevada Law, provided, however, that, if such holder shall have failed to such Dissenting Shares unless and until such Person perfect or shall have effectively withdrawn (or lost his or her right to appraisal and payment under the Nevada Law, such holder's shares of Common Stock 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, in accordance with Section 262(k) of 1.08, and such shares shall no longer be Dissenting Shares (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) Acquiror 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 Stock, and (ii) Acquiror 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 ParentAcquiror, 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 this Agreement to the contrary, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time, the holder of which has perfected not voted in favor of the Merger or consented thereto in writing and who has provided the Company with a written demand for appraisal for such shares of Company Common Stock in accordance with the DGCL (in each case, a “Dissenting Share”), will not be converted into or represent the right to receive the Per Share Equity Consideration, except as set forth below. Such holders shall instead be entitled to receive payment of the appraised value of such shares of Company Common Stock held by them in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Shares held by Company Stockholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights pursuant to appraisal of such shares of Company Common Stock under Section 262 of the DGCL with respect to any Dissenting Shares shall thereupon be entitled treated as if they had been converted as of the Effective Time into the right to receive the Per Share Merger Equity 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(b). 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 of appraisal for appraisal, and (ii) the opportunity to participate in Xxxxx shall conduct all negotiations and proceedings which take place prior to the Effective Time with respect to such demands for appraisal by (provided that Buyer shall keep the Company stockholders under reasonably apprised of the DGCLsame). The Company shall not, except with the prior written consent of ParentXxxxx, voluntarily make any payment with respect to any demands for appraisal, appraisal or settle 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, Time and that are held by a holder thereof who has perfected a not voted in favor of the Merger and who is entitled to demand and validly demands payment of the fair value for appraisal rights pursuant to such Shares as determined in accordance with Section 262 of the DGCL (such Shares, the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Per Share Merger Consideration, but instead shall be converted into the right to receive payment from the Surviving Corporation with respect to any such Dissenting Shares in accordance with the DGCL, unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right under the DGCL. If any such holder of Shares shall have failed to perfect or shall have effectively withdrawn or lost such right, each Share of such holder shall be entitled treated as a Share that had been converted as of 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 Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares4.1(a). The Company shall give Parent (i) prompt notice to Parent 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 Section 262 of appraisal the DGCL, and (ii) Parent shall have the opportunity right to reasonably 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 demands for appraisalto, offer to settle or settle settle, any such demands.

Dissenting Shares. No Person whoNotwithstanding Section 2.02, shares of Company Stock outstanding immediately prior to the Effective TimeTime and held by a holder who has not voted in favor of the Merger or consented thereto in writing (including by execution of the Written Consent) and who has (or for which the “beneficial owner” (as defined, has perfected a demand for purposes of this Section 2.05, in Section 262(a) of Delaware Law) has) properly exercised 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 (shares in accordance with Section 262(k) of the DGCL) or lost such Person’s right to appraisal pursuant Delaware Law and who has (and, to the DGCL extent applicable, for which the applicable beneficial owner has) complied with, Section 262 of Delaware Law with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shares shall have effectively so withdrawn or lost such Dissenting Stockholder’s not be converted into the right to appraisal pursuant receive the Merger Consideration, unless such holder or beneficial owner fails to perfect, withdraws or otherwise loses the DGCL with respect right to such Dissenting Sharesappraisal. If, after the Effective Time, such Dissenting Stockholder holder or beneficial owner fails to perfect, withdraws or otherwise loses the right to appraisal, such shares shall 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 of the DGCL with respect to such Dissenting SharesMerger Consideration. 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 for appraisal of shares, 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 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.

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 have the rights and obligations provided in Section 262 of the DGCL. 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 of HCCI Common Stock outstanding immediately prior to the Effective Time held by a holder (if any) who is entitled to demand, and who properly demands, appraisal for such shares in accordance with Section 262 of the DGCL ("Dissenting Shares") shall not be converted into a right to receive Consideration unless such holder fails to perfect or otherwise loses such holder's right of appraisal, if any. If after the Effective Time such holder fails to perfect or loses any such right to appraisal, such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into a right to receive Consideration pursuant to Section 1.7(c). HCCI shall give prompt written notice to NGTH of any demands received by HCCI for appraisal of shares of HCCI Common Stock and NGTH shall have the right to participate in 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 HCCI shall not, except with the prior written consent of ParentNGTH, voluntarily which consent shall not be unreasonably withheld, make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle settle, any such demands. Any Consideration that would otherwise have been allocated to the Dissenting Shares if the holders thereof had not properly perfected their appraisal rights will not be paid under Section 1.7(c).

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Company Merger 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 Company Merger 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)(ii). The Company shall give Parent (i) serve prompt notice to Parent 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 any 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 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, offer to settle or settle compromise or settle, any such demands.

Dissenting Shares. No Person whoNotwithstanding anything in this Agreement to the contrary, shares of Company Common Stock (and associated Rights) that are issued and outstanding immediately prior to the Effective Time, Time and that are held by a holder who has perfected a demand validly demanded payment of the fair value for appraisal rights pursuant to such holder's shares as determined in accordance with Section 262 of the DGCL with respect to any ("Dissenting Shares Shares") shall not be entitled converted into or be exchangeable for 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 right under the DGCL (but instead shall be converted into the right to receive payment 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 right, each share of such holder (and each associated Right) shall be treated as a share of Company Common Stock (and associated Right) 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 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, settle, 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 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 payment 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 right 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 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, settle, offer to settle settle, or settle approve any withdrawal of any such demands.

Dissenting Shares. No Person who, prior Notwithstanding any other provision of this Agreement to the Effective Timecontrary, Shares held by a holder who has perfected a demand for not voted such Shares in favor of the Merger and with respect to which appraisal rights pursuant to shall have been exercised and perfected in accordance with Section 262 of the DGCL with respect (the "DISSENTING SHARES") and as of the Effective Time not withdrawn shall not be converted into the right to any receive the Merger Consideration at or after the Effective Time, but such Shares shall be converted into the right to receive such consideration as may be determined to be due to holders of Dissenting Shares pursuant to the laws of the State of Delaware unless and until the holder of such Dissenting Shares withdraws his or her demand for such appraisal or becomes ineligible for such appraisal (through failure to perfect or otherwise). If a holder of Dissenting Shares shall withdraw his or her demand for such appraisal or shall become ineligible for such appraisal (through failure to perfect or otherwise), then, as of the Effective Time or the occurrence of such event, whichever last occurs, such holder's Dissenting Shares shall automatically be entitled converted into and represent the right to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (Consideration, without interest, as 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 Shares2.1(c). 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 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 any demands for appraisalto, 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 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 of Company Common Stock pursuant to Section 262 Sections 607.1301-607.1333 of the DGCL with respect to any FBCA (“Dissenting Shares Company Shares”) shall not be entitled converted into the right to receive the Per Share Merger Consideration with respect to such Dissenting Shares Purchaser Common Stock, unless and until such Person holder shall have failed to perfect, or shall have effectively withdrawn (or lost, such holder’s right to appraisal under the FBCA. If any such holder fails to perfect or withdraws or loses any such right to appraisal, each such share of Company Common Stock 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 Purchaser Common Stock in accordance with Section 262(k) 2.2, plus cash in lieu of the DGCL) or lost such Person’s right to appraisal pursuant to the DGCL fractional shares in accordance with respect to such Dissenting SharesSection 2.4. 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) serve prompt notice to Purchaser of any written 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 received by the Company relating to Company stockholders’ rights of appraisal to appraisal, and (ii) Purchaser 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 ParentPurchaser, 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 of the DGCL with respect (“Dissenting Shares”) shall not be converted into the right to any receive the Share 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 Share 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.