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 shares of Company Series B Preferred Stock and, if a Stock Proration Event (as hereinafter defined) shall have occurred, any issued and outstanding shares of Company Common Stock, in either case held by a person (a "Dissenting Shareholder") who shall not have voted to adopt this Agreement or consented thereto in writing and who shall have properly demanded appraisal for such shares in accordance with Section 262 of the DGCL ("Dissenting Shares") shall not be converted as described in Section 2.01(c) and (d), unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. If, after the Effective Time, such Dissenting Shareholder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Shareholder's shares of Company Common Stock or Company Series B Preferred Stock shall no longer be considered Dissenting Shares for the purposes of this Agreement and shall thereupon be deemed to have been converted into and to have become exchangeable for, at the Effective Time, (x) in the case of Company Common Stock, the right to receive for each such share the amount in cash (and, if applicable, the number of shares of Bethlehem Common Stock), without interest, that a holder of a share who had not demanded appraisal (a "Nondissenting Share") of Company Common Stock and who had made a Cash Election (as defined below) with respect to such Nondissenting Share pursuant to Section 2.02 prior to the Election Date (as defined below) would have received with respect to such Nondissenting Share after giving effect to Section 2.03 (it being understood that no adjustment shall be made to the proration computation (if any) made following the Election Date to give effect to the withdrawal of, or the failure to perfect, the demand for appraisal with respect to such Dissenting Shares) and (y) in the case of Company Series B Preferred Stock, the right to receive for each such share the number of shares of Bethlehem Common Stock and the amount of cash that a holder of the number of Nondissenting Shares of Company Common Stock into which such share of Company Series B Preferred Stock could have been converted immediately prior to the Effective Time who had not made a Cash Election with respect to such Nondissenting Shares pursuant to Section 2.02 prior to the Election Date would have received after giving effect to Section 2.03. The Company shall give Bethlehem (i) prompt notice of any demands for appraisal of shares of Company Common Stock or Company Series B Preferred Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Bethlehem, 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 Series B Preferred Stock and, if a Stock Proration Event (as hereinafter defined) shall have occurred, any issued and outstanding shares of Company Common Stock, in either case held by a person (a "Dissenting Shareholder") who shall not have voted to adopt this Agreement or consented thereto in writing and who shall have properly demanded appraisal for such shares in accordance with Section 262 of the DGCL ("Dissenting Shares") shall not be converted as described in Section 2.01(c) and (d), unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. If, after At the Effective Time, such each Dissenting Shareholder fails to perfect or withdraws or loses his right to appraisalShare shall be converted into one Surviving Corporation Share and, unless otherwise required by applicable Law, such Dissenting Shareholder's shares of Company Common Stock or Company Series B Preferred Stock Surviving Corporation Share shall no longer be considered Dissenting Shares for the purposes of this Agreement and shall thereupon be deemed to have been converted into and to have become exchangeable for, at the Effective Time, (x) in the case of Company Common Stock, the right to receive for each the Merger Consideration from the Exchange Agent. Any Dissenting Shareholders shall receive payment of the Merger Consideration only upon such share final determination of the amount in cash (claim relating to those Dissenting Shares, and, if applicable, in the number of shares of Bethlehem Common Stock), without interest, event that a holder the fair value of a share who had not demanded appraisal (a "Nondissenting Share"Dissenting Share as appraised by the Supreme Court of Bermuda under Section 106(6) of Company Common Stock the Companies Act (the “Appraised Fair Value”) is greater than the Merger Consideration, shall be entitled to receive, following the decision of the court, a cash payment in an amount equal to the difference between the Appraised Fair Value and who had made a Cash Election the value of the Merger Consideration from the Surviving Corporation by payment within thirty (as defined below30) with respect days after the Appraised Fair Value is finally determined pursuant to such Nondissenting Share pursuant to Section 2.02 prior to the Election Date (as defined below) would have received with respect to such Nondissenting Share after giving effect to Section 2.03 (it being understood that no adjustment shall be made to the proration computation (if any) made following the Election Date to give effect to the withdrawal of, or the failure to perfect, the demand for appraisal with respect to such Dissenting Shares) and (y) in the case of Company Series B Preferred Stock, the right to receive for each such share the number of shares of Bethlehem Common Stock and the amount of cash that a holder of the number of Nondissenting Shares of Company Common Stock into which such share of Company Series B Preferred Stock could have been converted immediately prior to the Effective Time who had not made a Cash Election with respect to such Nondissenting Shares pursuant to Section 2.02 prior to the Election Date would have received after giving effect to Section 2.03procedure. The Company shall give Bethlehem Parent (i) prompt notice of (A) any demands for appraisal of shares Dissenting Shares or attempted withdrawal or withdrawals of Company Common Stock or Company Series B Preferred Stock such demands received by the Company and any other instruments served under the Companies Act and received by the Company relating to any Dissenting Shareholder’s right to be paid the fair value of such Dissenting Shareholder’s Dissenting Shares and (B) to the extent that the Company has Knowledge, any applications to the Supreme Court of Bermuda for appraisal of the fair value of the Dissenting Shares and (ii) to the extent permitted by applicable Law, the opportunity to participate with the Company in any and direct all negotiations and proceedings with respect to any such demandswritten demands for appraisal under the Companies Act. The Neither the Company shall notnor Parent shall, without the prior written consent of Bethlehemthe other party, voluntarily make any payment with respect to, or settle, or offer to settle or otherwise negotiatesettle, any such demandsdemands or applications, or waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with the Companies Act.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Series B Preferred Stock and, if a Stock Proration Event (as hereinafter defined) shall have occurred, any issued and outstanding shares of Company Common Stock, in either case held by a person (a "Dissenting Shareholder") who shall not have voted to adopt this Agreement or consented thereto in writing and who shall have properly demanded appraisal for such shares in accordance with Section 262 of the DGCL ("Dissenting Shares") shall Shares will not be converted as described in Section 2.01(c) and (d), unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. If, after the Effective Time, such Dissenting Shareholder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Shareholder's shares of Company Common Stock or Company Series B Preferred Stock shall no longer be considered Dissenting Shares for the purposes of this Agreement and shall thereupon be deemed to have been converted into and to have become exchangeable for, at the Effective Time, (x) in the case of Company Common Stock, the right to receive for each such share that portion of the amount in cash (and, if applicable, the number of shares of Bethlehem Common Stock), without interest, that a holder of a share who had not demanded appraisal (a "Nondissenting Share") of Company Common Stock and who had made a Cash Election (as defined below) Broadcom Merger Consideration otherwise payable with respect to such Nondissenting Share pursuant Broadcom Common Shares after the Broadcom Effective Times, but will instead be converted into the right to Section 2.02 prior receive such consideration as may be determined to the Election Date (as defined below) would have received with respect to such Nondissenting Share after giving effect to Section 2.03 (it being understood that no adjustment shall be made to the proration computation (if any) made following the Election Date to give effect to the withdrawal of, or the failure to perfect, the demand for appraisal due with respect to such Dissenting Shares) Shares pursuant to Chapter 13 of the CGCL. If a Dissenting Shareholder withdraws such holder’s demand for purchase of such Dissenting Shares for fair market value pursuant to Chapter 13 of the CGCL or becomes ineligible for such payment and (y) in appraisal, then, as of the case Broadcom Effective Times or the occurrence of Company Series B Preferred Stocksuch event of withdrawal or ineligibility, whichever last occurs, such holder’s Dissenting Shares will cease to be Dissenting Shares and will be converted into the right to receive for each such share receive, and will be exchangeable for, the number of shares of Bethlehem Common Stock and the amount of cash that a holder of the number of Nondissenting Shares of Company Common Stock Broadcom Merger Consideration into which such share of Company Series B Preferred Stock could Dissenting Shares would have been converted immediately prior to the Effective Time who had not made a Cash Election with respect to such Nondissenting Shares pursuant to Section 2.02 prior 3.1 as if such shares were Cash Electing Shares. Each Dissenting Shareholder who, pursuant to Chapter 13 of the Election Date would have received CGCL, becomes entitled to payment of the fair market value of the Dissenting Shares will receive payment therefor (but only after giving effect the value therefor has been agreed upon or finally determined pursuant to Section 2.03such provisions). The Company Broadcom shall give Bethlehem Avago (ia) prompt notice of any demands for appraisal of shares of Company Common Stock or Company Series B Preferred Stock received by Broadcom for the Company purchase of Broadcom Common Shares pursuant to Chapter 13 of the CGCL and/or payment in respect thereof, attempted written withdrawals of such demands, and any other instruments served pursuant to Chapter 13 of the CGCL and received by Broadcom relating to shareholders’ demands for the purchase of Broadcom Common Shares pursuant to Chapter 13 of the CGCL with respect to the Cash/Stock Merger and the Unit Merger, and (iib) the opportunity to participate in and direct all negotiations and proceedings with respect to any exercise of such demandsrights under Chapter 13 of the CGCL, provided, that Broadcom shall direct and control any such negotiations and proceedings. The Company Except as required by applicable Law or pursuant to an order, decree or ruling of a Governmental Entity having jurisdiction over Broadcom, Broadcom shall notnot (and shall not agree to), without the prior written consent of BethlehemAvago, voluntarily make any payment with respect to, or settle, or offer to settle or otherwise negotiatesettle, any such demandsdemands or applications, or waive any failure to timely deliver a written demand or to timely take any other action for the purchase of Broadcom Common Shares pursuant to Chapter 13 of the CGCL.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any issued and outstanding shares of Company Series B Preferred Capital Stock and, if a Stock Proration Event (as hereinafter defined) shall have occurred, any issued and outstanding shares of Company Common Stock, in either case held by a person (a "Dissenting Shareholder") who shall not have voted to adopt this Agreement or consented thereto in writing and who shall have properly demanded appraisal for such shares in accordance with Section 262 of the DGCL Business Corporation Act ("Dissenting Shares") shall not be converted as described in Section 2.01(c) and (d3.01(c), unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. If, after the Effective Time, such Dissenting Shareholder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Shareholder's shares of Company Common Stock or Company Series B Preferred Capital Stock shall no longer be considered Dissenting Shares for the purposes of this Agreement and shall thereupon be deemed to have been converted into and to have become been exchangeable for, at the Effective Time, (x) in the case of Company Common Stock, the right to receive for each such share the amount in cash (and, if applicable, the number of shares of Bethlehem Parent Common Stock), without interest, that a holder of a share who had not demanded appraisal (a "Nondissenting Share") of Company Common Capital Stock and who had made a Cash Election (as defined below) with respect to such 9. Nondissenting Share pursuant to Section 2.02 3.02 prior to the Election Date (as defined below) would have received with respect to such Nondissenting Share after giving effect to Section 2.03 Sections 3.02(e) and (f) (it being understood that no adjustment shall be made to the proration computation (if any) made following the Election Date to give effect to the withdrawal of, or the failure to perfect, the demand for appraisal with respect to such Dissenting Shares) and (y) in the case of Company Series B Preferred Stock, the right to receive for each such share the number of shares of Bethlehem Common Stock and the amount of cash that a holder of the number of Nondissenting Shares of Company Common Stock into which such share of Company Series B Preferred Stock could have been converted immediately prior to the Effective Time who had not made a Cash Election with respect to such Nondissenting Shares pursuant to Section 2.02 prior to the Election Date would have received after giving effect to Section 2.03). The Company shall give Bethlehem Parent (i) prompt notice of any demands for appraisal of shares of Company Common Stock or Company Series B Preferred Capital Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of BethlehemParent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Shareholders. Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, any issued and outstanding shares of Company Series B Preferred Stock and, if a Stock Proration Event (as hereinafter defined) shall have occurred, any issued and outstanding shares of Company Common Stock, in either case Stock issued and outstanding immediately prior to the Effective Time and held by a person holder of record who has complied with the applicable provisions of Chapter 10, Subchapter H of the TBOC prior to the Effective Time (a "“Dissenting Shareholder") who shall not have voted to adopt this Agreement or consented thereto in writing Shareholder Statute” and who shall have properly demanded appraisal for any such shares in accordance with Section 262 meeting the requirement of the DGCL ("this sentence, “Dissenting Shares"”) shall not be converted as described in Section 2.01(c) and (d), unless such holder fails to perfect or withdraws or otherwise loses his into the right to appraisal. Ifreceive the Merger Consideration, after but instead at the Effective Time shall be converted into the right to receive payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute (it being understood and acknowledged that at the Effective Time, such Dissenting Shareholder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Shareholder's shares of Company Common Stock or Company Series B Preferred Stock Shares shall no longer be considered outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to payment of the fair market value of such Dissenting Shares for under the purposes Dissenting Shareholder Statute, then the right of this Agreement such holder to any such payments shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into as of the Effective Time into, and to have become exchangeable for, at the Effective Time, (x) in the case of Company Common Stock, solely for the right to receive for each such share the amount in cash (andreceive, if applicablewithout interest or duplication, the number of shares of Bethlehem Common Stock), without interest, that a holder of a share who had not demanded appraisal (a "Nondissenting Share") of Company Common Stock and who had made a Cash Election (as defined below) with respect to such Nondissenting Share pursuant to Section 2.02 prior to the Election Date (as defined below) would have received with respect to such Nondissenting Share after giving effect to Section 2.03 (it being understood that no adjustment shall be made to the proration computation (if any) made following the Election Date to give effect to the withdrawal of, or the failure to perfect, the demand for appraisal with respect to such Dissenting Shares) and (y) in the case of Company Series B Preferred Stock, the right to receive for each such share the number of shares of Bethlehem Common Stock and the amount of cash that a holder of the number of Nondissenting Shares of Company Common Stock into which such share of Company Series B Preferred Stock could have been converted immediately prior to the Effective Time who had not made a Cash Election with respect to such Nondissenting Shares pursuant to Section 2.02 prior to the Election Date would have received after giving effect to Section 2.03Merger Consideration. The Company shall give Bethlehem (i) prompt written notice to Parent of any demands for appraisal of shares of Company Common Stock written demands, notices or Company Series B Preferred Stock instruments received by the Company pursuant to the Dissenting Shareholder Statute and (ii) or relating to the opportunity Dissenting Shareholder Statute or any alleged dissenter’s or similar rights, and any withdrawals of such demands, and Parent shall have the opportunity, at Parent’s expense, to participate in and direct all negotiations and proceedings with respect to any such demands, provided, that Parent shall consult with the Company with respect to such negotiations and proceedings. The Prior to the Effective Time, the Company shall not, without the prior written consent of BethlehemParent, make any payment with respect to, or settle, settle or compromise or offer to settle or otherwise negotiatecompromise, any such demandsdemand, or agree to do any of the foregoing.

Shares of Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, any Shares that are issued and outstanding shares of Company Series B Preferred Stock and, if a Stock Proration Event (as hereinafter defined) shall have occurred, any issued immediately prior to the Effective Time and outstanding shares of Company Common Stock, in either case that are held by a person (a "Dissenting Shareholder") shareholder who shall not have voted to adopt this Agreement or consented thereto such Shares in writing favor of the adoption of the Merger and who shall have properly demanded appraisal timely delivered a written demand for such shares in accordance with Section 262 the payment of the DGCL fair cash value of such Shares in the manner provided in Section 1701.85 of the OGCL (the "Dissenting SharesDISSENTING SHARES") shall not be converted into the right to receive the Merger Consideration but shall become the right to receive payment of the fair cash value of such Shares in accordance with the provisions of Section 1701.85 of the OGCL; PROVIDED, HOWEVER, that (i) if any holder of Dissenting Shares shall subsequently withdraw such holder's demand for payment of the fair cash value of such Shares (with the consent of the Surviving Corporation by action of its directors), (ii) if any holder of Dissenting Shares fails to comply with such Section 1701.85 (unless the Surviving Corporation by action of its directors waives such failure), (iii) if Farnell abandons or is finally enjoined or prevented from carrying out, or the holders of Shares rescind their adoption of, the Merger or (iv) if the Surviving Corporation and any holder of Dissenting Shares will not have come to an agreement as described to the fair cash value of such holder's Dissenting Shares, and neither such holder of Dissenting Shares nor the Surviving Corporation has filed or joined in a petition demanding a determination of the value of all Dissenting Shares within the period provided in Section 2.01(c) 1701.85 of the OGCL, the right and (d), unless obligation of such holder fails or holders (as the case may be) to perfect or withdraws or otherwise loses his right receive such fair cash value shall terminate, and, subject to appraisal. If, after the Effective Timeapplicable law, such Dissenting Shareholder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Shareholder's shares of Company Common Stock or Company Series B Preferred Stock shall no longer be considered Dissenting Shares for the purposes of this Agreement and shall thereupon be deemed to have been converted into and to have become exchangeable forbecome, at as of the Effective Time, (x) in the case of Company Common Stock, the right to receive for each such share the amount in cash (andreceive, if applicablewithout any interest thereon, the number components of shares the Merger Consideration in such form and amounts as determined by Farnell in its sole discretion. Holders of Bethlehem Common Stock)Shares who have perfected statutory rights with respect to Dissenting Shares as aforesaid shall not be paid as provided in this Agreement, without interest, that a holder and shall have only have such rights as are provided by Section 1701.85 of a share who had not demanded appraisal (a "Nondissenting Share") of Company Common Stock and who had made a Cash Election (as defined below) the OGCL with respect to such Nondissenting Share pursuant to Section 2.02 prior to the Election Date (as defined below) would have received with respect to such Nondissenting Share after giving effect to Section 2.03 (it being understood that no adjustment shall be made to the proration computation (if any) made following the Election Date to give effect to the withdrawal of, or the failure to perfect, the demand for appraisal with respect to such Dissenting Shares) and (y) in the case of Company Series B Preferred Stock, the right to receive for each such share the number of shares of Bethlehem Common Stock and the amount of cash that a holder of the number of Nondissenting Shares of Company Common Stock into which such share of Company Series B Preferred Stock could have been converted immediately prior to the Effective Time who had not made a Cash Election with respect to such Nondissenting Shares pursuant to Section 2.02 prior to the Election Date would have received after giving effect to Section 2.03. The Company shall give Bethlehem Farnell (i) prompt notice of any notice or demands for appraisal payment for Dissenting Shares pursuant to Section 1701.85 of shares of Company Common Stock or Company Series B Preferred Stock the OGCL received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemands or notices. The Company shall not, without the prior written consent of BethlehemFarnell, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.