1986 Uses in Appraisal Rights Clause

Appraisal Rights from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of March 6, 2013 (this Agreement), is entered into by and among Encore Capital Group, Inc., a Delaware corporation (Parent), Pinnacle Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (Merger Sub), and Asset Acceptance Capital Corp., a Delaware corporation (the Company). All capitalized terms used in the Agreement shall have the respective meanings set forth in Section 8.13.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who (a) is entitled to demand and properly demands appraisal of such shares pursuant to and (b) complies in all respects with, the provisions of Section 262 of the DGCL (the Dissenting Stockholders) shall not be converted into or be exchangeable for the right to receive the applicable Merger Consideration (the Dissenting Shares), but instead such Dissenting Stockholder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL), unless and until such Dissenting Stockholder shall have failed to perfect or shall have effectively waived, withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively waived, withdrawn or lost such right to appraisal, or if appraisal rights are unavailable to the Companys stockholders pursuant to Section 262 of the DGCL in connection with the Transactions, such Dissenting Stockholders shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the applicable Merger Consideration for each such share of Company Common Stock, in accordance with Section 2.1, without any interest thereon and less any applicable withholding Taxes. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders rights of appraisal and (ii) the opportunity to participate in and direct, in each case at its own expense, all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, or offer to settle or settle, any such demands prior to the Effective Time.

Appraisal Rights from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of March 6, 2013 (this Agreement), is entered into by and among Encore Capital Group, Inc., a Delaware corporation (Parent), Pinnacle Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (Merger Sub), and Asset Acceptance Capital Corp., a Delaware corporation (the Company). All capitalized terms used in the Agreement shall have the respective meanings set forth in Section 8.13.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who (a) is entitled to demand and properly demands appraisal of such shares pursuant to and (b) complies in all respects with, the provisions of Section 262 of the DGCL (the Dissenting Stockholders) shall not be converted into or be exchangeable for the right to receive the applicable Merger Consideration (the Dissenting Shares), but instead such Dissenting Stockholder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such Dissenting Stockholder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL), unless and until such Dissenting Stockholder shall have failed to perfect or shall have effectively waived, withdrawn or lost rights to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively waived, withdrawn or lost such right to appraisal, or if appraisal rights are unavailable to the Companys stockholders pursuant to Section 262 of the DGCL in connection with the Transactions, such Dissenting Stockholders shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the applicable Merger Consideration for each such share of Company Common Stock, in accordance with Section 2.1, without any interest thereon and less any applicable withholding Taxes. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders rights of appraisal and (ii) the opportunity to participate in and direct, in each case at its own expense, all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, or offer to settle or settle, any such demands prior to the Effective Time.

Appraisal Rights from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of September 7, 2012 (as amended, supplemented or otherwise modified from time to time, (this Agreement), is entered into by and among Kool Acquisition LLC, a Delaware limited liability company (Parent), Kool Acquisition Corporation, a Delaware corporation and a wholly-owned Subsidiary of Parent (Merger Sub), KSW, Inc., a Delaware corporation (the Company) and, solely with respect to Section 9.12, The Related Companies, L.P., a New York limited partnership (Parent Guarantor). Each of Parent, Merger Sub and the Company are referred to herein as a Party and together as Parties.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time held by a holder who is entitled to demand and properly demands appraisal of such Shares (Dissenting Shares), pursuant to, and who complies in all respects with, Section 262 of the DGCL (the Appraisal Rights), shall not be converted into the right to receive the Merger Consideration, but instead shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of the DGCL unless such holder fails to perfect, withdraws or otherwise loses such holders right to such payment or appraisal. For purposes of determining the aggregate amount to be deposited with the Paying Agent, Parent shall assume that no Stockholder shall have perfected any right to appraisal of his, her or its Shares. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect to such Dissenting Shares, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 3.1(c), without any interest thereon. The Company shall give prompt written notice to Parent of any demands received by the Company for appraisal of shares of Company Common Stock or written threats thereof, withdrawals of such demands and any other instruments served pursuant to applicable Law received by the Company relating to Stockholders rights of appraisal, and Parent shall have the right to participate and, following the Acceptance Time, to direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands or approve any withdrawal of any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of July 8, 2012 (as amended, supplemented or otherwise modified from time to time, this Agreement), is entered into by and among Thomcorp Holdings Inc., a Delaware corporation (Parent), CB Transaction Corp., a Delaware corporation and a wholly-owned Subsidiary of Parent (Merger Sub), FX Alliance Inc., a Delaware corporation (the Company) and, solely with respect to Section 9.13, Thomson Reuters Corporation, a corporation under the Laws of the Province of Ontario, Canada (Parent Guarantor). Each of Parent, Merger Sub and the Company are referred to herein as a Party and together as Parties.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time held by a holder who is entitled to demand and properly demands appraisal of such Shares (Dissenting Shares), pursuant to, and who complies in all respects with, Section 262 of the DGCL (the Appraisal Rights), shall not be converted into the right to receive the Merger Consideration, but instead shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of the DGCL unless such holder fails to perfect, withdraws or otherwise loses such holders right to such payment or appraisal. For purposes of determining the aggregate amount to be deposited with the Paying Agent, Parent shall assume that no Stockholder shall have perfected any right to appraisal of his, her or its Shares. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect to such Dissenting Shares, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, each such share of such holder shall no longer be

Appraisal Rights from Agreement and Plan of Merger

AGREEMENT AND PLAN OF MERGER (the Agreement) dated as of February 24, 2008 among Criticare Systems, Inc., a Delaware corporation (the Company), Opto Circuits (India) Limited, a company registered under the laws of India (Parent), and Packer Acquisition Corporation, a Delaware corporation and wholly-owned Subsidiary of Parent (Purchaser).

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and properly demands appraisal for such shares of Company Common Stock in accordance with the DGCL (the Dissenting Shares) shall not be converted into the right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his or her right to appraisal. If after the Effective Time such holder fails to perfect or withdraws or loses his or her right to appraisal, each such share of Company Common Stock shall be treated as if it had been converted as of the Effective Time into a right to receive the Merger Consideration without any interest thereon (less any amounts entitled to be deducted or withheld pursuant to Section 2.8(g)). The Company shall give Parent prompt notice of any demands received by the Company for appraisal of shares of Company Common Stock, 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 any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights from Agreement and Plan of Merger

This AGREEMENT AND PLAN OF MERGER, dated as of April 4, 2007 (this "Agreement"), is among Roche Holding Ltd, a joint stock company organized under the laws of Switzerland ("Parent"), Lili Acquisition Corporation, a newly-formed Delaware corporation and an indirect wholly-owned Subsidiary of Parent ("Merger Sub"), and BioVeris Corporation, a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are as defined in this Agreement.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the "Dissenting Stockholders"), shall not be converted into or be exchangeable for the right to receive the Common Merger Consideration (the "Dissenting Shares"), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost rights to appraisal under the DGCL or it is determined that such holder does not have appraisal rights. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right or it is determined that such holder does not have appraisal rights, such holders shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Common Merger Consideration for each such share of Company Common Stock, in accordance with Section 2.1, without any interest thereon. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders rights of appraisal and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL, except as required by applicable Law, and will not settle any demands for appraisal without Parents written consent.