Common use of Shares of Dissenting Shareholders Clause in Contracts

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding Company Common Shares held by a person who did not vote in favor of the Merger and who complies with all the provisions of the Companies Act concerning the right of holders of Company Common Shares to require appraisal of their Company Common Shares pursuant to Bermuda law (such shareholder, a “Dissenting Shareholder”, and such shares, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as described in Section 2.1(a), but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to the procedures set forth in the Companies Act. In the event that a Dissenting Shareholder fails to perfect, effectively withdraws or otherwise waives any right to appraisal, its Company Common Shares shall be deemed to be cancelled and converted as of the Effective Time into the right to receive the Merger Consideration for each such Dissenting Share, without interest. Company shall give Parent (i) prompt notice of (A) any written demands for appraisal of Dissenting Shares or withdrawals of such demands received by Company and (B) to the extent that Company has actual knowledge, any attempted applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any demands for appraisal under the Companies Act. Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding Company Common Shares held by a person who did not vote in favor of the Merger and who complies with all the provisions of the Companies Act concerning the right of holders of Company Common Shares to require appraisal of their Company Common Shares pursuant to Bermuda law (such shareholder, a “Dissenting Shareholder”, and such shares, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as described in Section 2.1(a)0, but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to the procedures set forth in the Companies Act. In the event that a Dissenting Shareholder fails to perfect, effectively withdraws or otherwise waives any right to appraisal, its Company Common Shares shall be deemed to be cancelled and converted as of the Effective Time into the right to receive the Merger Consideration for each such Dissenting Share, without interest. Company shall give Parent (i) prompt notice of (A) any written demands for appraisal of Dissenting Shares or withdrawals of such demands received by Company and (B) to the extent that Company has actual knowledge, any attempted applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any demands for appraisal under the Companies Act. Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Common Shares Stock that are outstanding immediately prior to the Effective Time and that are held by a person shareholders who did shall not vote have voted in favor of the Merger and who complies with all shall have given to the provisions Company (and from whom the Company shall have actually received), before the vote is taken at the Company Shareholders Meeting to adopt this Agreement, written notice of the Companies Act concerning the right of holders such shareholder's intent to demand payment for such shareholder's shares of Company Common Shares Stock if the Merger is effectuated in accordance with Article 13 of the NCBCA, and not failed to require appraisal of their Company Common Shares pursuant to Bermuda law (preserve such shareholder's right to receive payment for such shares by failing to take those actions required by such Article 13 within the time periods stipulated therein (collectively, a “Dissenting Shareholder”, and such shares, “the "Dissenting Shares”") shall not be converted into or represent the right to receive the Merger Consideration as described in Section 2.1(a), but Consideration. Such shareholders shall be converted into the right entitled to receive the amounts determined in accordance with the provisions of such consideration as may be determined Article 13. If, after the Effective Time, any such holder fails to be due to preserve such rights, such Dissenting Shareholder pursuant to the procedures set forth in the Companies Act. In the event that a Dissenting Shareholder fails to perfect, effectively withdraws or otherwise waives any right to appraisal, its Company Common Shares shall thereupon be deemed to be cancelled have been converted into and converted to have become exchangeable for, as of the Effective Time into Time, the right to receive the Merger Consideration for each such Dissenting Sharereceive, without interestany interest thereon, the consideration provided for in Section 1.7 as if such holder had made a Non-Election. The Company shall give Parent (i) prompt notice of (A) any written notice or demands for appraisal payment in accordance with Article 13 of Dissenting Shares or withdrawals the NCBCA for shares of such demands Company Common Stock received by Company and (B) to the extent that Company has actual knowledge, any attempted applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting SharesCompany, and (ii) Parent shall have the opportunity right to participate in and direct all proceedings, negotiations and proceedings with actions taken by the Company in respect to any demands for appraisal under the Companies Act. Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demandsthereof.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding Company shares of Partners Common Shares Stock held by a person who did not vote in favor of the Merger Amalgamation and who complies with all the provisions of the Companies Act Bermuda law concerning the right of holders of Company Partners Common Shares Stock to require appraisal of their Company shares of Partners Common Shares pursuant to Stock by the Supreme Court of Bermuda law (such shareholder, a “"Dissenting Shareholder”", and such shares, “"Dissenting Shares”") shall not be converted into cancelled at the right to receive the Merger Consideration as described Effective Time in Section 2.1(a), but shall be converted into consideration for the right to receive such consideration as may be determined to be due payable to such Dissenting Shareholder upon completion of the Amalgamation pursuant to the procedures set forth in the Companies Actlaws of Bermuda. In the event that a Dissenting Shareholder fails to perfect, effectively withdraws or otherwise waives loses any right to appraisalappraisal and payment under the Companies Act, its Company Common Shares such Dissenting Shareholder shall no longer have any right to appraisal thereunder. Any such Dissenting Shareholder shall be deemed entitled to be cancelled and converted as of the Effective Time into the right elect to receive the Merger Amalgamation Consideration for each such Dissenting Share, without interestand any cash in lieu of fractional shares of NTL Capital Stock. Company Partners shall give Parent NTL (i) prompt notice of (A) any written demands for appraisal of Dissenting Shares or withdrawals of such demands received by Company and (B) to the extent that Company has actual knowledge, any attempted applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares, Partners and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any demands for appraisal under such demands. Except as required by Section 106 of the Companies Act. Company , prior to the Effective Time, Partners shall not, without the prior written consent of ParentNTL, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any Each issued and outstanding share of Company Common Shares Stock held by a person who did not vote in favor of the Merger and who complies with all the provisions of the Companies Act concerning the right of holders of Company Common Shares to require appraisal of their Company Common Shares pursuant to Bermuda law (such shareholderDissenting Stockholder, a “Dissenting Shareholder”if any, and such shares, “Dissenting Shares”) shall not be exchanged and converted into the right to receive the Merger Consideration as described in Article II, Section 2.1(a), 1(c) hereof but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Shareholder Stockholder pursuant to the procedures set forth Delaware Statute; provided, however, that each share of Company Stock issued and outstanding at the Effective Time and held by a Dissenting Stockholder who or which shall, after the Effective Time, withdraw his or its demand for appraisal or lose or fail to perfect his or its right of appraisal as provided in the Companies Act. In the event that a Dissenting Shareholder fails to perfect, effectively withdraws or otherwise waives any right to appraisal, its Company Common Shares Delaware Statute shall be deemed to be cancelled and converted deemed, as of the Effective Time Time, to be exchanged and converted into the right to receive the Merger Consideration for each such Dissenting ShareParent Preferred Stock as provided in Article II, Section 2(d), without interest. After the Effective Time, as provided in Section 262 of the Delaware Statute, no Dissenting Stockholder will be entitled to vote the shares of Company Common Stock subject to such Dissenting Stockholder's demand for appraisal for any purpose or be entitled to the payment of dividends or other distributions on such shares. The Company shall give Parent (i) prompt notice of (A) any written demands for appraisal of Dissenting Shares or withdrawals of such demands received by the Company and (B) to the extent that Company has actual knowledge, any attempted applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Sharessuch Company Stock, and (ii) Parent shall have the opportunity right to participate in and direct all the negotiations and proceedings with respect to any demands for appraisal under the Companies Actsuch demands. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment (except to the extent that any such payment is pursuant to a court order) with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any shares of Seller Common Stock that are issued and outstanding Company Common Shares as of the Effective Time and that are held by a person shareholder who did not vote in favor of has properly exercised his dissenter’s rights under 12 U.S.C. Section 214a (the Merger and who complies with all the provisions of the Companies Act concerning the right of holders of Company Common Shares to require appraisal of their Company Common Shares pursuant to Bermuda law (such shareholder, a “Dissenting Shareholder”, and such shares, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as described in Section 2.1(a)unless and until the holder shall have failed to perfect, but or shall be converted into the have effectively withdrawn or lost, his right to dissent from the Merger, and shall receive such consideration as may be determined to be due with respect to such Dissenting Shareholder Shares pursuant to and subject to the procedures set forth in the Companies Actrequirements of 12 U.S.C. Section 214a and 12 CFR Section 5.33(g)(3)(iii)(B). In the event that a Dissenting Shareholder fails If any such holder shall have so failed to perfectperfect or have effectively withdrawn or lost such right, effectively withdraws or otherwise waives any right to appraisal, its Company each share of such holder’s Seller Common Shares Stock shall thereupon be deemed to be cancelled have been converted into and converted to have become, as of the Effective Time into Time, the right to receive the Merger Consideration for each such Dissenting Sharereceive, without interestany interest thereon, the Stock Consideration or the Cash Consideration, or a combination thereof, as determined by Holding Company and Buyer in their sole discretion. Company The Seller shall give Parent Holding Company and Buyer (i) prompt notice of (A) any written notice or demands for appraisal regarding dissatisfaction by any dissenting shareholder with the Merger Consideration or the commencement of Dissenting Shares or withdrawals of such demands received by Company and (B) any court action to the extent that Company has actual knowledge, any attempted applications to the Supreme Court of Bermuda for appraisal of determine the fair value of the Dissenting Sharesa dissenting shareholder’s shares of Seller Common Stock, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands for appraisal under the Companies Actor notices. Company Seller shall not, without the prior written consent of ParentHolding Company and Buyer, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demandsdemands or court actions.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any shares of CCI Common Stock (and the associated Rights) that are issued and outstanding Company Common Shares immediately prior to the Effective Time and that are held by a person shareholders who did shall not vote have voted in favor of the Merger and who complies shall have demanded properly in writing payment for such shares in accordance with all the provisions Article 113 of the Companies Act concerning CBCA (collectively, the right of holders of Company Common Shares to require appraisal of their Company Common Shares pursuant to Bermuda law (such shareholder, a “Dissenting Shareholder”, and such shares, “"Dissenting Shares”") shall not be converted into or represent the right to receive the Merger Consideration as described or any cash in Section 2.1(alieu of fractional shares of CCI Common Stock (and the associated Rights), but . Such shareholders shall be entitled to receive payment of the fair value (as defined in Article 113) of such shares of CCI Common Stock (and the associated Rights) held by them in accordance with the provisions of Article 113 of the CBCA, except that all Dissenting Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to payment for such shares of CCI Common Stock (and the associated Rights) under such Article 113 shall thereupon be treated as shares that are not Electing Shares and had been converted into the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to the procedures set forth in the Companies Act. In the event that a Dissenting Shareholder fails to perfectand had become exchangeable, effectively withdraws or otherwise waives any right to appraisal, its Company Common Shares shall be deemed to be cancelled and converted as of the Effective Time into Time, for the right to receive receive, without any interest thereon, the Merger Consideration for each such Dissenting Share, without interestConsideration. Company CCI shall give Parent (i) Merger Sub prompt notice of (A) any written notice or demands for appraisal payment in accordance with Article 113 of Dissenting Shares or withdrawals the CBCA for shares of such demands CCI Common Stock received by Company CCI and (B) to Merger Sub shall have the extent that Company has actual knowledge, any attempted applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares, and (ii) the opportunity right to participate in and direct approve all negotiations and proceedings with respect to any demands for appraisal under the Companies Actsuch demands. Company CCI shall not, without except with the prior written consent of ParentMerger Sub, voluntarily make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Common Shares held by a person who did Stock that are outstanding immediately prior to the Effective Time and have not vote been voted in favor of the Merger and who complies with all the provisions respect to which appraisal rights shall have been demanded and perfected in accordance with Section 1091 of the Companies Act concerning OGCA to the right of holders of Company Common Shares to require appraisal of their Company Common Shares pursuant to Bermuda law extent applicable (such shareholdercollectively, a “Dissenting Shareholder”, and such shares, “the "Dissenting Shares”") and not withdrawn shall not be converted into or represent the right to receive the Merger Consideration as described in Section 2.1(a)Consideration, but such shares shall be converted into become the right to receive such consideration as may be determined to be due to such holders of Dissenting Shareholder Shares pursuant to the procedures set forth laws of the State of Oklahoma unless and until the holder of such Dissenting Shares withdraws his or her demand for such appraisal in accordance with the Companies ActOGCA or becomes ineligible for appraisal. In If, after the event that a Effective Time, any such holder withdraws his or her demand for appraisal or becomes ineligible for appraisal (through failure to perfect or otherwise), such Dissenting Shareholder fails to perfect, effectively withdraws or otherwise waives any right to appraisal, its Company Common Shares shall thereupon be deemed to be cancelled have been converted into and converted to have become exchangeable for, as of the Effective Time into Time, the right to receive the Merger Consideration for each such Dissenting Sharereceive, without interestany interest thereon, the consideration provided for in Section 1.6. The Company shall give Parent (i) prompt notice of (A) any written demands for appraisal of Dissenting Shares or withdrawals of such demands received by Company and (B) to the extent that Company has actual knowledge, any attempted applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any demands for appraisal under for shares of Company Common Stock received by the Companies Act. Company, and Parent shall have the right to direct all proceedings, negotiations and actions taken by the Company shall not, without the prior written consent of Parent, voluntarily make any payment with in respect to, or settle, offer to settle or otherwise negotiate, any such demandsthereof.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrarycontrary but only to the extent required by the TL, any shares of Micrografx Common Stock that are issued and outstanding Company Common Shares immediately prior to the Effective Time and held by a person (a "Dissenting Shareholder") who did shall not vote have voted to approve and adopt this Agreement or consented thereto in favor of the Merger writing and who complies shall have complied with all of the provisions of the Companies Act concerning TL to dissent from the right Merger and to demand appraisal for such shares in accordance with Article 5.12 of holders of Company Common Shares to require appraisal of their Company Common Shares pursuant to Bermuda law the TL (such shareholder, a “Dissenting Shareholder”, and such shares, “the "Dissenting Shares”") shall not be converted into the right to receive the Merger Consideration as described in Section 2.1(a2.01(c), unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal, but shall be converted into instead become the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to the procedures set forth in TL. If, after the Companies Act. In the event that a Effective Time, such Dissenting Shareholder fails to perfect, effectively perfect or withdraws or otherwise waives any loses his right to appraisal, its Company such Dissenting Shareholder's shares of Micrografx Common Stock shall no longer be considered Dissenting Shares for purposes of this Agreement and shall thereupon be deemed to be cancelled have been converted into and converted as of to have become exchangeable for, at the Effective Time into Time, Shares of Corel Common Stock and Corel PRs. Micrografx shall give Corel prompt notice of any demands received by Micrografx for appraisal of shares of Micrografx Common Stock, and Corel shall have the right to receive the Merger Consideration for each such Dissenting Share, without interest. Company shall give Parent (i) prompt notice of (A) any written demands for appraisal of Dissenting Shares or withdrawals of such demands received by Company and (B) to the extent that Company has actual knowledge, any attempted applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any demands for appraisal under the Companies Actsuch demands. Company Micrografx shall not, without the except with prior written consent of ParentCorel, voluntarily make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding Company IPC Common Shares held by a person who did not vote in favor of the Merger Amalgamation and who complies with all the provisions of the Companies Act concerning the right of holders of Company IPC Common Shares to require appraisal of their Company IPC Common Shares pursuant to Bermuda law Law (such shareholder, a “Dissenting Shareholder”, and such shares, “Dissenting Shares”) shall not shall, at the Effective time, be cancelled and converted into the right to receive the Merger Amalgamation Consideration as described in Section 2.1(a), but shall be converted into and the right to receive such consideration the excess thereof, if any, as may be determined to be due to such Dissenting Shareholder pursuant to appraised by the procedures set forth in Supreme Court of Bermuda under Section 106 of the Companies Act. In the event that a Dissenting Shareholder fails to perfect, effectively withdraws or otherwise waives any right to appraisal, its Company IPC Common Shares shall be deemed to be cancelled and converted as of the Effective Time into the right to receive the Merger Amalgamation Consideration for each such Dissenting Share, without interest. Company IPC shall give Parent Validus (i) prompt notice of (A) any written demands for appraisal of Dissenting Shares or withdrawals of such demands received by Company IPC and (B) to the extent that Company IPC has actual knowledge, any attempted applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares, and (ii) the opportunity to participate with IPC in and direct all negotiations and proceedings with respect to any demands for appraisal under the Companies Act. Company shall notNeither IPC nor Validus shall, without the prior written consent of Parentthe other party (not to be unreasonably withheld or delayed), voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any as and if applicable, Shares that are issued and outstanding Company Common Shares immediately prior to the Effective Time and which are held by a person Shareholders who did not vote in favor of the Merger and who complies with all (the provisions of the Companies Act concerning the right of holders of Company Common Shares to require appraisal of their Company Common Shares pursuant to Bermuda law (such shareholder, a “Dissenting Shareholder”, and such shares, “Dissenting Shares”) ), which Shareholders comply with all of the relevant provisions of the applicable Legal Requirements (the “Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration as described in Section 2.1(a)Consideration, but unless and until such holders shall be converted into the right have failed to receive such consideration as may be determined perfect or shall have effectively withdrawn or lost their rights to be due to such Dissenting Shareholder pursuant to the procedures set forth in the Companies Actappraisal under applicable Legal Requirements. In the event that a Dissenting Shareholder fails to perfect, effectively withdraws or otherwise waives any right to appraisal, its Company Common Shares shall be deemed to be cancelled and converted as of the Effective Time into the right to receive the Merger Consideration for each such Dissenting Share, without interest. The Company shall give Parent Buyer (ia) prompt notice of (A) any written demands for appraisal of Dissenting any Shares or attempted withdrawals of such demands and any other instruments served pursuant to applicable Legal Requirements and received by the Company and (B) relating to the extent that Company has actual knowledge, any attempted applications to the Supreme Court Dissenting Shareholders’ rights of Bermuda for appraisal of the fair value of the Dissenting Sharesappraisal, and (iib) the opportunity to participate direct, in and direct its reasonable business judgment, all negotiations and proceedings with respect to any demands for appraisal under applicable Legal Requirements. Neither the Companies Act. Company shall notnor the Surviving Corporation shall, without except with the prior written consent of ParentBuyer, voluntarily make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demandsdemand for payment. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Shares shall thereupon be converted into the right to receive, as of the Effective Time, its pro rata portion of the Closing Merger Consideration pursuant to this Agreement.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any as and if applicable, Dissenting Shares that are issued and outstanding Company Common Shares held by a person who did not vote in favor of immediately prior to the Merger and who complies with all the provisions of the Companies Act concerning the right of holders of Company Common Shares to require appraisal of their Company Common Shares pursuant to Bermuda law (such shareholder, a “Dissenting Shareholder”, and such shares, “Dissenting Shares”) Effective Time shall not be converted into or be exchangeable for the right to receive the Merger Shareholder Consideration unless and until the corresponding Dissenting Shareholders shall have failed to perfect or shall have effectively withdrawn or lost their dissenter's rights under the CBCA or other applicable Law, and until such time Parent shall retain the Shareholder Consideration otherwise payable in respect of such Dissenting Shares. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, the applicable Dissenting Shares shall thereupon be treated as described in Section 2.1(a), but shall be though such shares of Company Common Stock had been converted into and become exchangeable for the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to the procedures set forth in the Companies Act. In the event that a Dissenting Shareholder fails to perfectreceive, effectively withdraws or otherwise waives any right to appraisal, its Company Common Shares shall be deemed to be cancelled and converted as of the Effective Time into Time, the right to receive appropriate share of the Merger Shareholder Consideration for each such Dissenting Share, without interestas provided in Section 2.7 from the Shareholder Consideration retained by Parent. The Company shall give Parent Parent: (ia) prompt notice of (A) any written demands for appraisal notice of Dissenting Shares dissenters' rights with respect to any shares of Company Common Stock or attempted withdrawals of such demands notices and any other instruments served pursuant to the CBCA or other applicable Law and received by the Company and (B) relating to the extent that Company has actual knowledge, any attempted applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting SharesShareholders' dissenters' rights, and (iib) the opportunity to participate direct, in and direct its reasonable business judgment, all negotiations and proceedings with respect to any demands for appraisal under exercise of such dissenters' rights. Neither the Companies Act. Company shall notnor the Surviving Corporation shall, without except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demandsexercise of dissenters' rights.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any shares of Seller Common Stock that are issued and outstanding Company Common Shares as of the Effective Time and that are held by a person shareholder who did not vote in favor has properly exercised his dissenter’s rights under Chapter 23B.13 of the Merger and who complies with all Washington Code (the provisions of the Companies Act concerning the right of holders of Company Common Shares to require appraisal of their Company Common Shares pursuant to Bermuda law (such shareholder, a “Dissenting Shareholder”, and such shares, “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as described in Section 2.1(a)unless and until the holder shall have failed to perfect, but or shall be converted into the have effectively withdrawn or lost, his right to dissent from the Merger under the Washington Code, and shall receive such consideration as may be determined to be due with respect to such Dissenting Shareholder Shares pursuant to and subject to the procedures set forth in requirements of the Companies ActWashington Code. In If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right after the event that a Dissenting Shareholder fails to perfectElection Deadline, effectively withdraws or otherwise waives any right to appraisal, its Company each share of such holder’s Seller Common Shares Stock shall thereupon be deemed to be cancelled have been converted into and converted to have become, as of the Effective Time into Time, the right to receive the Merger Consideration for each such Dissenting Sharereceive, without interestany interest thereon, the Stock Consideration or the Cash Consideration, or a combination thereof, as determined by Buyer in its sole discretion. Company The Seller shall give Parent Buyer (i) prompt notice of (A) any written notice or demands for appraisal of Dissenting Shares or withdrawals of such demands received regarding dissatisfaction by Company and (B) to any dissenting stockholder with the extent that Company has actual knowledge, any attempted applications to the Supreme Court of Bermuda for appraisal Seller’s estimate of the fair value of such stockholder’s shares of Seller Common Stock received by Seller or the Dissenting Sharescommencement of any court action to determine the fair value of a dissenting shareholder’s shares of Seller Common Stock, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands for appraisal under the Companies Actor notices. Company Seller shall not, without the prior written consent of ParentBuyer, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demandsdemands or court actions.