Common use of Shares Subject to Appraisal Rights Clause in Contracts

Shares Subject to Appraisal Rights. (a) Notwithstanding Section 1.4, Dissenting Shares (as hereinafter defined) shall not be converted into a right to receive Parent Common Stock and the holders thereof shall be entitled only to such rights as are granted by Delaware Law. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Delaware Law shall receive payment therefor from the Surviving Corporation in accordance with the Delaware Law, provided, however, that (i) if any stockholder of Company who asserts appraisal rights in connection with the Merger (a “Dissenter”) has failed to establish his entitlement to such rights as provided in Delaware Law, or (ii) if any such Dissenter has effectively withdrawn his demand for payment for such shares or waived or lost his right to payment for his shares under the appraisal rights process under Delaware Law the shares of Company Common Stock held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Parent Common Stock and as provided in Section 1.4. Company shall give Parent prompt notice of any demands for payment received by Company from a person asserting appraisal rights, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settlement or offer to settle, any such demands.

Shares Subject to Appraisal Rights. (ai) Notwithstanding Section 1.41.01, Dissenting Shares (as hereinafter defined) shall not be converted into a right to receive Parent Common Stock Merger Shares and the holders thereof shall be entitled only to such rights as are granted by Delaware Law. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Delaware Law shall receive payment therefor from the Surviving Corporation Entity in accordance with the Delaware Law, provided, however, that (i) if any stockholder of Company who asserts appraisal rights in connection with the Merger (a “Dissenter”) has failed to establish his entitlement to such rights as provided in Delaware Law, or (ii) if any such Dissenter has effectively withdrawn his demand for payment for such shares or waived or lost his right to payment for his shares under the appraisal rights process under Delaware Law the shares of Company Common Stock Apollo Shares held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Parent Common Stock Merger Shares and as provided in Section 1.41.01. Company Apollo shall give Parent WCRF prompt notice of any demands for payment received by Company Apollo from a person asserting appraisal rights, and Parent WCRF shall have the right to participate in all negotiations and proceedings with respect to such demands. Company Apollo shall not, except with the prior written consent of ParentWCRF, make any payment with respect to, or settlement or offer to settle, any such demands.

Shares Subject to Appraisal Rights. (a) Notwithstanding Section 1.42.5 hereof, Dissenting Shares (as hereinafter defined) shall not be converted into a right to receive Parent Common Stock and the Stock. The holders thereof shall be entitled only to such rights as are granted by Delaware Lawthe DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Delaware Law the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the Delaware LawDGCL, provided, however, that (i) if any stockholder of the Company who asserts appraisal rights in connection with the Merger (a “Dissenter”) has shall have failed to establish his entitlement to such appraisal rights as provided in Delaware Lawthe DGCL, or (ii) if any such Dissenter has shall have effectively withdrawn his demand for payment for such shares or waived or lost his right to payment for his shares under the appraisal rights process under Delaware Law the DCGL, the shares of Company Common Stock held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Parent Common Stock and as provided in Section 1.42.5. The Company shall give Parent prompt notice of any demands for payment received by the Company from a person asserting appraisal rights, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settlement settle or offer to settle, any such demands.

Shares Subject to Appraisal Rights. (a) Notwithstanding Section 1.42.7(a), BVI Dissenting Shares (as hereinafter defineddefined below) shall not be converted into a right to receive Parent Common Stock Surviving Corporation Shares and the holders thereof shall be entitled only to such rights as are granted by Delaware BVI Law. Each holder of BVI Dissenting Shares who becomes entitled to payment for such shares pursuant to Delaware BVI Law shall receive payment therefor from the China Networks II Surviving Corporation in accordance with the Delaware BVI Law, provided, however, that that, subject to BVI Law, (i) if any stockholder of Company shareholder who asserts appraisal rights in connection with the Merger Business Combination (a “BVI Dissenter”) has failed to establish his entitlement to such rights as provided in Delaware BVI Law, or (ii) if any such BVI Dissenter has effectively withdrawn his demand for payment for such shares or waived or lost his right to payment for his shares under the appraisal rights process under Delaware BVI Law the shares of Company Common Stock Securities held by such BVI Dissenter shall be treated as if they had been converted, as of the Business Combination Effective Time, into a right to receive Parent Common Stock Surviving Corporation Shares and as provided in Section 1.42.7. The Company shall give Parent and Chardan Capital Markets LLC prompt notice of any demands for payment received by the Company from a person asserting appraisal rights, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settlement or offer to settle, any such demands.

Shares Subject to Appraisal Rights. (a) Notwithstanding Section 1.41.6 hereof, Dissenting Shares (as hereinafter defined) shall not be converted into a right to receive Parent Common Stock and the Merger Warrants. The holders thereof shall be entitled only to such rights as are granted by Delaware Lawthe DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Delaware Law the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the Delaware LawDGCL, provided, however, that (i) if any stockholder of the Company who asserts appraisal rights in connection with the Merger (a “"Dissenter”") has shall have failed to establish his entitlement to such appraisal rights as provided in Delaware Lawthe DGCL, or (ii) if any such Dissenter has shall have effectively withdrawn his demand for payment for such shares or waived or lost his right to payment for his shares under the appraisal rights process under Delaware Law the DCGL, the shares of Company Common Stock and Company Preferred Stock held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Parent Common Stock and Merger Warrants as provided in Section 1.41.6. The Company shall give Parent prompt notice of any demands for payment received by the Company from a person asserting appraisal rights, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settlement settle or offer to settle, any such demands.

Shares Subject to Appraisal Rights. (a) Notwithstanding Section 1.43.1(a), Dissenting Shares (as hereinafter defined) shall not be converted into a right to receive Parent Common Stock the Applicable Per Share Merger Consideration and the holders thereof shall be entitled only to such rights as are granted by Delaware LawNew Jersey law. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Delaware Law New Jersey law shall receive payment therefor from the Surviving Corporation in accordance with the Delaware LawNew Jersey law, provided, however, that that, subject to New Jersey law, (i) if any stockholder of Company shareholder who asserts appraisal rights in connection with the Merger (a “Dissenter”) has failed to establish his entitlement to such rights as provided in Delaware LawNew Jersey law, or (ii) if any such Dissenter has effectively withdrawn his demand for payment for such shares or waived or lost his right to payment for his shares under the appraisal rights process under Delaware Law New Jersey law the shares of Company Common Stock held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Parent Common Stock and as provided in Section 1.4the Applicable Per Share Merger Consideration. The Company shall give Parent Buyer prompt notice of any demands for payment received by the Company from a person asserting appraisal rights, and Parent Buyer shall have the right to participate in all negotiations and proceedings with respect to such demands. Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settlement or offer to settle, any such demands.

Shares Subject to Appraisal Rights. (a) Notwithstanding Section 1.41.5, Dissenting Shares (as hereinafter defined) shall not be converted into a right to receive Parent Common Stock and the holders thereof shall be entitled only to such rights as are granted by Delaware the North Carolina Law. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Delaware North Carolina Law shall receive payment therefor from the Surviving Corporation in accordance with the Delaware North Carolina Law, provided, however, that (i) if any stockholder of Company who asserts appraisal rights in connection with the Merger (a “Dissenter”) has failed to establish his entitlement to such rights as provided in Delaware North Carolina Law, or (ii) if any such Dissenter has effectively withdrawn his a demand for payment for such shares or waived or lost his the right to payment for his such shares under the appraisal rights process under Delaware North Carolina Law the shares of Company Common Stock held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Parent Common Stock and as provided in Section 1.41.5. Company shall give has given Parent prompt notice of any demands for payment received by Company from a person asserting appraisal rights, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settlement or offer to settle, any such demands.

Shares Subject to Appraisal Rights. (a) Notwithstanding Section 1.41.5 hereof, Dissenting Shares (as hereinafter defined) shall not be converted into a right to receive Parent Common Stock and the Merger Consideration. The holders thereof shall be entitled only to such rights as are granted by Delaware the Companies Law. Each holder of Dissenting Shares who becomes entitled to payment for such shares his Dissenting Shares pursuant to Delaware the Companies Law shall receive payment therefor from the Surviving Corporation Corp in accordance with the Delaware Companies Law, provided, however, that (i) if any stockholder shareholder of the Company who asserts appraisal dissenter rights in connection with the Merger (a “Dissenter”) has shall have failed to establish his entitlement to such rights as provided in Delaware the Companies Law, or (ii) if any such Dissenter has shall have effectively withdrawn his demand for payment for such shares his Dissenting Shares or waived or lost his right to payment for his shares Dissenting Shares under the appraisal rights process under Delaware Law the shares of Companies Law, the Company Common Stock Ordinary Shares held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Parent Common Stock and Merger Consideration as provided in Section 1.41.5. The Company shall give Parent prompt notice of any demands for payment received by the Company from a person asserting appraisal dissenter rights, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except in accordance with the Companies Law and with the prior written consent of ParentParent which consent shall not be unreasonably withheld, conditioned or delayed, make any payment with respect to, or settlement settle or offer to settle, any such demandsdemands or negotiate or enter into any agreement with respect to any demands for payment received by the Company from a person asserting dissenter rights.

Shares Subject to Appraisal Rights. (a) Notwithstanding Section 1.41.5 hereof, Dissenting Shares (as hereinafter defineddefined in Section 1.14(b)) shall not be converted into a right to receive Parent Common Stock and the Merger Shares. The holders thereof shall be entitled only to such rights as are granted by Delaware Lawthe DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Delaware Law the DGCL shall receive payment therefor from the Surviving Corporation Parent in accordance with the Delaware LawDGCL, provided, however, that (i) if any stockholder of the Company who asserts appraisal rights in connection with the Merger (a “Dissenter”) has shall have failed to establish his entitlement to such rights as provided in Delaware Lawthe DGCL, or (ii) if any such Dissenter has shall have effectively withdrawn his demand for payment for such shares or waived or lost his right to payment for his shares under the appraisal rights process under Delaware Law the DGCL, the shares of Company Common Stock held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Parent Common Stock and the Merger Shares as provided in Section 1.41.5. The Company shall give Parent prompt notice of any demands for payment received by the Company from a person asserting appraisal rights, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of the Parent, make any payment with respect to, or settlement settle or offer to settle, any such demandsdemands or negotiate or enter into any agreement with respect thereto.

Shares Subject to Appraisal Rights. (a) Notwithstanding Section 1.41.5 hereof, Dissenting Shares (as hereinafter defined) shall not be converted into a right to receive Parent Common Stock and the Merger Warrants. The holders thereof shall be entitled only to such rights as are granted by Delaware Lawthe DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Delaware Law the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the Delaware LawDGCL, provided, however, that (i) if any stockholder of the Company who asserts appraisal rights in connection with the Merger (a “"Dissenter”") has shall have failed to establish his entitlement to such rights as provided in Delaware Lawthe DGCL, or (ii) if any such Dissenter has shall have effectively withdrawn his demand for payment for such shares or waived or lost his right to payment for his shares under the appraisal rights process under Delaware Law the DGCL, the shares of Company Common Stock held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Parent Common Stock and Merger Warrants as provided in Section 1.41.5. The Company shall give Parent prompt notice of any demands for payment received by the Company from a person asserting appraisal rights, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settlement settle or offer to settle, any such demands.

Shares Subject to Appraisal Rights. (a) Notwithstanding Section 1.41.5 hereof, Dissenting Shares (as hereinafter defineddefined in Section 1.15(b)) shall not be converted into a right to receive Parent PRWT Common Stock and the Stock. The holders thereof shall be entitled only to such rights as are granted by Delaware Lawthe DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Delaware Law the DGCL shall receive payment therefor from the Surviving Corporation Pubco in accordance with the Delaware LawDGCL, provided, however, that (i) if any stockholder of Company KBL who asserts appraisal rights in connection with the Merger (a “Dissenter”) has shall have failed to establish his entitlement to such rights as provided in Delaware Lawthe DGCL, or (ii) if any such Dissenter has shall have effectively withdrawn his demand for payment for such shares or waived or lost his right to payment for his shares under the appraisal rights process under Delaware Law the DGCL, the shares of Company KBL Common Stock held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Parent PRWT Common Stock and as provided in Section 1.41.5. Company KBL shall give Parent PRWT prompt notice of any demands for payment received by Company KBL from a person asserting appraisal rights, and Parent PRWT shall have the right to participate in all negotiations and proceedings with respect to such demands. Company KBL shall not, except with the prior written consent of ParentPRWT, make any payment with respect to, or settlement settle or offer to settle, any such demands.

Shares Subject to Appraisal Rights. (a) Notwithstanding Section 1.42.05 hereof, Dissenting Shares (as hereinafter defined) shall not be converted into a right to receive Parent Common Stock and the Merger Consideration. The holders thereof shall be entitled only to such rights as are granted by Delaware Lawthe DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares his Dissenting Shares pursuant to Delaware Law the DGCL shall receive payment therefor from the Surviving Corporation Parent in accordance with the Delaware LawDGCL, provided, however, that (i) if any stockholder of Company Holdings who asserts appraisal rights in connection with the Merger (a “Dissenter”) has shall have failed to establish his entitlement to such rights as provided in Delaware Lawthe DGCL, or (ii) if any such Dissenter has shall have effectively withdrawn his demand for payment for such shares his Dissenting Shares or waived or lost his right to payment for his shares Dissenting Shares under the appraisal rights process under Delaware Law the DGCL, the shares of Company Holdings Common Stock held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Parent Common Stock and Merger Consideration as provided in Section 1.42.05. Company Holdings shall give Parent prompt prompt, notice of any demands for payment received by Company Holdings from a person asserting appraisal rights, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Company Holdings shall not, except with the prior written consent of Parent, make any payment with respect to, or settlement settle or offer to settle, any such demandsdemands or negotiate or enter into any agreement with respect thereto.

Shares Subject to Appraisal Rights. (a) Notwithstanding Section 1.41.5 hereof, Dissenting Shares (as hereinafter defined) shall not be converted into a right to receive Parent Common Stock and the Performance Payments. The holders thereof shall be entitled only to such rights as are granted by Delaware Lawthe DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Delaware Law the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the Delaware LawDGCL, provided, however, that (i) if any stockholder of the Company who asserts appraisal rights in connection with the Merger (a “"Dissenter”") has shall have failed to establish his entitlement to such rights as provided in Delaware Lawthe DGCL, or (ii) if any such Dissenter has shall have effectively withdrawn his demand for payment for such shares or waived or lost his right to payment for his shares under the appraisal rights process under Delaware Law the DGCL, the shares of Company Common Stock held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Parent Common Stock and Performance Payments as provided in Section 1.41.5. The Company shall give Parent prompt notice of any demands for payment received by the Company from a person asserting appraisal rights, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settlement settle or offer to settle, any such demands.

Shares Subject to Appraisal Rights. (a) Notwithstanding Section 1.41.5 hereof, Dissenting Shares (as hereinafter defined) shall not be converted into a right to receive Parent Common Stock and the Merger Consideration. The holders thereof shall be entitled only to such rights as are granted by Delaware Lawthe DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares his Dissenting Shares pursuant to Delaware Law the DGCL shall receive payment therefor from the Surviving Corporation Company in accordance with the Delaware LawDGCL, provided, however, that (i) if any stockholder shareholder of the Company who asserts appraisal rights in connection with the Transaction Merger (a “Dissenter”) has shall have failed to establish his entitlement to such rights as provided in Delaware Lawthe DGCL, or (ii) if any such Dissenter has shall have effectively withdrawn his demand for payment for such shares his Dissenting Shares or waived or lost his right to payment for his shares Dissenting Shares under the appraisal rights process under Delaware Law the DGCL, the shares of Company Common Stock held by such Dissenter shall be treated as if they had been converted, as of the Transaction Effective Time, into a right to receive Parent Common Stock and Merger Consideration as provided in Section 1.41.5. The Company shall give Parent Holdco prompt notice of any demands for payment received by the Company from a person Person asserting appraisal rights, and Parent Holdco shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except in accordance with the DGCL and with the prior written consent of ParentHoldco which consent shall not be unreasonably withheld, conditioned or delayed, make any payment with respect to, or settlement settle or offer to settle, any such demandsdemands or negotiate or enter into any agreement with respect to any demands for payment received by the Company from a Person asserting appraisal rights.

Shares Subject to Appraisal Rights. (a) a. Notwithstanding Section 1.41.5 hereof, Dissenting Shares (as hereinafter defined) shall not be converted into a right to receive Parent Common Stock and the Ordinary Shares. The holders thereof shall be entitled only to such rights as are granted by Delaware Lawthe DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Delaware Law the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the Delaware Law, DGCL; provided, however, that (i) if any stockholder of Company IGPAC who asserts appraisal rights in connection with the Merger (a “Dissenter”) has shall have failed to establish his entitlement to such appraisal rights as provided in Delaware Lawthe DGCL, or (ii) if any such Dissenter has shall have effectively withdrawn his demand for payment for such shares or waived or lost his right to payment for his shares under the appraisal rights process under Delaware Law the DCGL, the shares of Company Common IGPAC Stock held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Parent Common Stock and Ordinary Shares as provided in Section 1.41.5(a). Company IGPAC shall give Parent prompt notice (but in any event no more than two Business Days thereafter) of any demands for payment received by Company IGPAC from a person asserting appraisal rightsrights or withdrawal of appraisal rights from a person previously asserting appraisal rights and provide any other instruments delivered in connection with such demands, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Company IGPAC shall not, except with the prior written consent of Parent, make any payment with respect to, or settlement settle or offer to settle, any such demandsdemands 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 DGCL.

Shares Subject to Appraisal Rights. (a) Notwithstanding Section 1.4any provisions of this Agreement to the contrary, Dissenting Shares (as hereinafter defined) shall not be converted into a right entitled to receive Parent Common Stock the Merger Consideration and the holders thereof shall be entitled only to such rights as are granted by Delaware Lawthe DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Delaware Law the DGCL shall receive payment therefor from the CEA Surviving Corporation in accordance with the Delaware Law, DGCL; provided, however, that (i) if any stockholder of Company CEA who asserts appraisal rights in connection with the CEA Merger (a “Dissenter”) has shall have failed to establish his entitlement to such rights as provided in Delaware Lawthe DGCL, or (ii) if any such Dissenter has shall have effectively withdrawn his demand for payment for such shares or waived or lost his right to payment for his shares under the appraisal rights process under Delaware Law the shares of Company Common Stock DGCL, the CEA Shares held by such Dissenter shall be treated as if they had been converted, as of the CEA Effective Time, into a right to receive Parent Common Stock and the Merger Consideration as provided in Section 1.41.6. Company CEA shall give Parent prompt notice of any demands for payment received by Company CEA from a person Person asserting appraisal rights, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company and CEA shall not, except with the prior written consent of Parent, make any payment with respect to, or settlement settle or offer to settle, any such demands.

Shares Subject to Appraisal Rights. (a) Notwithstanding Section 1.41.5(a), Dissenting Shares (as hereinafter defineddefined below) shall not be converted into a right to receive Parent Common Stock the Per Share Amount and the holders thereof shall be entitled only to such rights as are granted by Delaware LawNevada law. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Delaware Law Nevada law shall receive payment therefor from the Surviving Corporation in accordance with the Delaware LawNevada law, provided, however, that that, subject to Nevada law, (i) if any stockholder of Company shareholder who asserts appraisal rights in connection with the Merger Business Combination (a “Dissenter”) has failed to establish his entitlement to such rights as provided in Delaware LawNevada law, or (ii) if any such Dissenter has effectively withdrawn his demand for payment for such shares or waived or lost his right to payment for his shares under the appraisal rights process under Delaware Law Nevada law the shares of Company Common Stock Public Shares held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Parent Common Stock and as provided in Section 1.4the Per Share Amount. Company SNBP shall give Parent prompt notice of any demands for payment received by Company SNBP from a person asserting appraisal rights, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Company SNBP shall not, except with the prior written consent of Parent, make any payment with respect to, or settlement or offer to settle, any such demands.

Shares Subject to Appraisal Rights. (a) Notwithstanding Section 1.4any provisions of this Agreement to the contrary, Dissenting Shares (as hereinafter defined) shall not be converted into a right to receive Parent Company Common Stock and the holders thereof shall be entitled only to such rights as are granted by Delaware Lawthe DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Delaware Law the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the Delaware Law, DGCL; provided, however, that (i) if any stockholder of Company Stockholder who asserts appraisal rights in connection with the Merger (a “Dissenter”) has shall have failed to establish his his, her or its entitlement to such rights as provided in Delaware Lawthe DGCL, or (ii) if any such Dissenter has shall have effectively withdrawn his his, her or its demand for payment for such shares or waived or lost his his, her or its right to payment for his his, her or its shares under the appraisal rights process under Delaware Law the DGCL, the shares of Company Noble Common Stock held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Parent Company Common Stock and as provided in Section 1.41.5. Company Noble shall give Parent the Company prompt notice of any demands for payment received by Company Noble from a person asserting appraisal rights, and Parent the Company shall have the right to participate in all negotiations and proceedings with respect to such demands. Company Noble shall not, except with the prior written consent of Parentthe Company, make any payment with respect to, or settlement settle or offer to settle, any such demands.

Shares Subject to Appraisal Rights. (a) Notwithstanding Section 1.41.5 hereof, Dissenting Shares (as hereinafter defined) shall not be converted into a right to receive Parent Common Stock and the holders thereof shall be entitled only to such rights as are granted by Delaware Lawthe DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Delaware Law the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the Delaware LawDGCL, provided, however, that (i) if any stockholder of the Company who asserts appraisal rights in connection with the Merger (a “"Dissenter”") has shall have failed to establish his entitlement to such rights as provided in Delaware Lawthe DGCL, or (ii) if any such Dissenter has shall have effectively withdrawn his demand for payment for such shares or waived or lost his right to payment for his shares under the appraisal rights process under Delaware Law the DGCL, the shares of Company Common Stock held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Parent Common Stock and as provided in Section 1.41.5. The Company shall give Parent prompt notice of any demands for payment received by the Company from a person asserting appraisal rights, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settlement settle or offer to settle, any such demands.

Shares Subject to Appraisal Rights. (a) Notwithstanding Section 1.41.5, Dissenting Shares (as hereinafter defined) shall not be converted into a right to receive Parent Common Stock and the holders thereof shall be entitled only to such rights as are granted by Delaware Law. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Delaware Law shall receive payment therefor from the Surviving Corporation in accordance with the Delaware Law, provided, however, that (i) if any stockholder of Company who asserts appraisal rights in connection with the Merger (a “Dissenter”) has failed to establish his entitlement to such rights as provided in Delaware Law, or (ii) if any such Dissenter has effectively withdrawn his demand for payment for such shares or waived or lost his right to payment for his shares under the appraisal rights process under Delaware Law the shares of Company Common Stock held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Parent Common Stock and as provided in Section 1.41.5. Company shall give Parent prompt notice of any demands for payment received by Company from a person asserting appraisal rights, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settlement or offer to settle, any such demands.

Shares Subject to Appraisal Rights. (a) Notwithstanding Section 1.4any provisions of this Agreement to the contrary, Dissenting Shares (as hereinafter defineddefined in Section 1.13(b)) shall not be converted into a right entitled to receive Parent Common Stock the Merger Consideration and the holders thereof shall be entitled only to such rights as are granted by Delaware Lawthe DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Delaware Law the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the Delaware LawDGCL, provided, however, that (i) if any stockholder of the Company who asserts appraisal rights in connection with the Merger (a “Dissenter”"DISSENTER") has shall have failed to establish his or its entitlement to such rights as provided in Delaware Lawthe DGCL, or (ii) if any such Dissenter has shall have effectively withdrawn his or its demand for payment for such shares or waived or lost his or its right to payment for his or its shares under the appraisal rights process under Delaware Law the DGCL, the shares of Company Common Stock held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Parent Common Stock and the Merger Consideration (net of the pro rata amounts deposited in the Escrow Account) as provided in Section 1.41.5, and the right to participate pro rata in distributions of any remaining amounts of Escrow Shares. The Company shall give Parent prompt notice of any demands for payment received by the Company from a person Person asserting appraisal rights, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of ParentParent (not to be unreasonably withheld or delayed), make any payment with respect to, or settlement settle or offer to settle, any such demands.

Shares Subject to Appraisal Rights. (ai) Notwithstanding Section 1.4any provisions of this Agreement to the contrary, Dissenting Shares (as hereinafter defined) shall not be converted into a right to receive Parent Common Stock and the holders thereof shall be entitled only to such rights as are granted by Delaware Lawthe DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Delaware Law the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the Delaware LawDGCL, provided, however, that (i) if any stockholder of Company Stockholder who asserts appraisal rights in connection with the Merger (a “Dissenter”) has shall have failed to establish his entitlement to such rights as provided in Delaware Lawthe DGCL, or (ii) if any such Dissenter has shall have effectively withdrawn his demand for payment for such shares or waived or lost his right to payment for his shares under the appraisal rights process under Delaware Law the DGCL, the shares of Company Common Capital Stock held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Parent Common Stock and as provided in Section 1.41.5. The Company shall give Parent prompt notice of any demands for payment received by the Company from a person asserting appraisal rights, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settlement settle or offer to settle, any such demands.

Shares Subject to Appraisal Rights. (a) Notwithstanding Section 1.4any provisions of this Agreement to the contrary, Dissenting Shares (as hereinafter defined) shall not be converted into a right entitled to receive Parent Common Stock their Per Share Merger Consideration and the holders thereof shall be entitled only to such rights as are granted by Delaware Lawthe CGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Delaware Law the CGCL shall receive payment therefor from the Surviving Corporation in accordance with the Delaware LawCGCL, provided, however, that (i) if any stockholder of the Company who asserts appraisal rights in connection with the Merger (a “Dissenter”) has shall have failed to establish his entitlement to such rights as provided in Delaware Lawthe CGCL, or (ii) if any such Dissenter has shall have effectively withdrawn his demand for payment for such shares or waived or lost his right to payment for his shares under the appraisal rights process under Delaware Law the CGCL, the shares of Company Common Stock held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Parent Common Stock the Per Share Merger Consideration (net of the pro rata amounts deposited in the Escrow Account and the Representative Account) as provided in Section 1.41.5, and the right to participate pro rata in distributions of any remaining amounts of Escrow Cash and amounts in the Representative Account. The Company shall give Parent prompt notice of any demands for payment received by the Company from a person asserting appraisal rights, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to, or settlement settle or offer to settle, any such demands.

Shares Subject to Appraisal Rights. (a) Notwithstanding Section 1.4any provisions of this Agreement to the contrary, Dissenting Shares (as hereinafter defineddefined in Section 1.13(b)) shall not be converted into a right entitled to receive Parent Common Stock the Merger Consideration and the holders thereof shall be entitled only to such rights as are granted by Delaware Lawthe DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Delaware Law the DGCL shall receive payment therefor from the Surviving Corporation in accordance with the Delaware LawDGCL, provided, however, that (i) if any stockholder of the Company who asserts appraisal rights in connection with the Merger (a “DissenterDissenter ”) has shall have failed to establish his or its entitlement to such rights as provided in Delaware Lawthe DGCL, or (ii) if any such Dissenter has shall have effectively withdrawn his or its demand for payment for such shares or waived or lost his or its right to payment for his or its shares under the appraisal rights process under Delaware Law the DGCL, the shares of Company Common Stock held by such Dissenter shall be treated as if they had been converted, as of the Effective Time, into a right to receive Parent Common Stock and the Merger Consideration (net of the pro rata amounts deposited in the Escrow Account) as provided in Section 1.41.5, and the right to participate pro rata in distributions of any remaining amounts of Escrow Shares. The Company shall give Parent prompt notice of any demands for payment received by the Company from a person Person asserting appraisal rights, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of ParentParent (not to be unreasonably withheld or delayed), make any payment with respect to, or settlement settle or offer to settle, any such demands.