Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately before the Effective Time and that are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will give Parent (a) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will not, except with the prior consent of Parent, make any payment with respect to any such demands for appraisal or offer to settle, or settle, any such demands.

Dissenting Shares. Notwithstanding anything in ----------------- this Agreement to the contrary, shares in the event that dissenters' rights are available in connection with the Merger pursuant to Title 3, Subtitle 2 of Company Common Stock the MGCL, Shares that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders who have did not voted vote in favor of the Merger or consented thereto in writing and who have properly exercised appraisal rights comply with respect thereto in accordance with Section 262 all of the DGCL relevant provisions of Title 3, Subtitle 2 of the MGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), "Dissenting Shares") shall not be converted into or be exchangeable for the right to receive the Cash Merger Consideration, but instead shall be converted into the right to receive such consideration as may be determined to be due to such stockholders pursuant to Title 3, Subtitle 2 of the Merger Consideration as provided in Section 2.8 hereofMGCL, unless and until such holders fail shall have failed to perfect or withdraw shall have effectively withdrawn or otherwise lose lost their rights to appraisalappraisal under the MGCL. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if If any such holder fails shall have failed to perfect or shall have effectively withdraws withdrawn or lost such right, such holder's right to appraisal and payment under the DGCL, each of such shares Shares shall thereupon be deemed to have been convertedconverted into and to have become exchangeable for the right to receive, at as of the Effective Time, into the right to receive the Cash Merger Consideration, Consideration without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent (ai) prompt notice of any written demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL and any other instruments served pursuant to the DGCL and Shares received by the Company and (bii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demands. The Company will shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal to, or settle or offer to settle, or settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and Shares outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have not voted is entitled to demand and has properly demanded appraisal for such Shares in favor of the Merger or consented thereto in writing accordance with, and who have properly exercised appraisal rights with respect thereto complies in accordance with all respects with, Section 262 of the DGCL (insofar as such Section is applicable to Shares, the Merger and provides for appraisal rights with respect to it), shall “Dissenting Shares”) will not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereofConsideration, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares and will entitle instead represent the holder thereof right to receive only the consideration determined pursuant to payment provided by Section 262 of the DGCL; PROVIDED, HOWEVER, that if . If any such holder fails to perfect or effectively otherwise waives, withdraws such holder's or loses his, her or its right to appraisal and payment under Section 262 of the DGCL, each then the right of such shares shall thereupon holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, at as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereofConsideration and shall no longer be Dissenting Shares. The Company will give Parent (a) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions for appraisal of the DGCL Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and (b) Parent will have the opportunity right to participate in and direct all negotiations and proceedings Proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company will not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal to, or settle or compromise or offer to settle, settle or settlecompromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Class A Stock that are issued and outstanding immediately before prior to the Effective Time and that which are held by stockholders a stockholder (i) who shall have not neither voted in favor for adoption of this Agreement and the Merger or nor consented thereto in writing and (ii) who shall be entitled to and shall have demanded properly exercised in writing appraisal rights with respect thereto for such shares in accordance with Section 262 910 of the DGCL NYBCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it“Dissenting Shares“), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereofat the Effective Time unless and until the holder of such shares of Class A Stock fails to perfect, unless such holders fail to perfect or withdraw withdraws or otherwise lose their rights loses such holder’s right to appraisal. InsteadIf a holder of Dissenting Shares shall withdraw (in accordance with Section 910 of the NYBCL) the demand for such appraisal or shall become ineligible for such appraisal, ownership then, as of the Effective Time or the occurrence of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDEDevent, HOWEVERwhichever last occurs, that if such holder fails to perfect or effectively withdraws such holder's right ’s Dissenting Shares shall cease to appraisal be Dissenting Shares and payment under the DGCL, each of such shares shall thereupon be converted or deemed to have been converted, at as the Effective Timecase may be, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates Consideration in the manner provided in Section 2.8 hereof1.07. The Company will shall give Parent (ai) prompt notice of any written demands for appraisal, withdrawals (or withdrawals attempted withdrawals) of demands) demands for appraisal received by the Company pursuant to the applicable provisions of the DGCL and any other instruments served pursuant to Section 910 of the DGCL NYBCL and received by the Company and (bii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLappraisal. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal or offer to settle, settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding anything in any other provision of this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately before prior to the Effective Time and that which are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who properly shall have properly exercised demanded appraisal rights with respect thereto for such shares in accordance with Section 262 of Delaware Law (collectively, the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), "Dissenting Shares") shall not be converted into or represent the right to receive the Merger Consideration as provided Consideration. Such stockholders instead shall be entitled to receive payment of the appraised value of such Shares held by them in Section 2.8 hereofaccordance with the provisions of Delaware Law, unless such holders fail except that all Dissenting Shares held by stockholders who shall have failed to perfect or withdraw who effectively shall have withdrawn or otherwise lose lost their rights to appraisal. Instead, ownership appraisal of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment Shares under the DGCL, each of such shares Delaware Law shall thereupon be deemed to have been convertedconverted into and to have become exchangeable, at as of the Effective Time, into for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof2.08, of the Certificate or Certificates (or, if such Shares are uncertificated, such other form of evidence of record ownership as is required by the Paying Agent) that, immediately prior to the Effective Time, evidenced such Shares. The Company will shall give Parent (ai) prompt notice of any written demands (or for appraisal of any Shares, attempted withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL such demands and any other instruments served pursuant to the DGCL Delaware Law and received by the Company relating to stockholders' rights of appraisal, and (bii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLDelaware Law. The Company will shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal to, or settle or offer to settle, or settle, any such demandsdemand for payment.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that Shares which are issued and outstanding immediately before prior to the Effective Time and that which are held by stockholders who have did not voted vote in favor of the Merger or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with meet all of the requirements of, and who comply with, all of the relevant provisions of Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), "DISSENTING SHARES") shall not be converted into the right to receive (and the certificates for such Dissenting Shares shall not be exchangeable for) the Merger Consideration as provided in Section 2.8 hereofConsideration, unless and until such holders fail shall have failed to perfect or withdraw shall have effectively withdrawn or otherwise lose lost their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of appraisal under the DGCL; PROVIDED, HOWEVER, that if . If any such holder fails shall have failed to perfect or shall have effectively withdraws withdrawn or lost such right to appraisal, such holder's right to appraisal and payment under the DGCL, each of such shares Shares shall thereupon be deemed to have been converted, at the Effective Time, converted into the right to receive (and the certificates that immediately prior to the Effective Time represented such Dissenting Shares shall be exchangeable for), as of the Effective Time, the Merger Consideration, Consideration without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent (ai) prompt notice of any written demands (or for appraisal of any Shares, attempted withdrawals of such demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL , and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders' rights of appraisal and (bii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal or appraisals of capital stock of the Company, offer to settle, settle or settle, settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this ----------------- Agreement to the contrary, shares of Company Common Stock that are issued and Shares outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have has not voted in favor of the Merger or consented thereto in writing and who shall have demanded properly exercised in writing appraisal rights with respect thereto for such Shares in accordance with Section 262 of the DGCL Delaware Law (insofar as such Section is applicable to collectively, the Merger and provides for appraisal rights with respect to it), "Dissenting Shares") shall not be converted into the a right to receive the Merger Consideration as provided in Section 2.8 hereof, Per Share Amount unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's or otherwise loses his right to appraisal and payment under the DGCL, each Delaware Law. Such stockholders shall be entitled to receive payment of the appraised value of such shares Shares in accordance with Section 262 of the Delaware Law, except all Dissenting Shares held by stockholders who have failed to perfect or who effectively shall thereupon have withdrawn or lost their right to appraisal of such Dissenting Shares shall be deemed to have been converted, at converted as of the Effective Time, Time into the a right to receive the Merger Consideration, Per Share Amount without any interest thereon, upon surrender of the Certificate or Certificates surrender, in the manner provided in Section 2.8 3.02 hereof, of the certificate(s) that formerly evidenced such Shares. The Company will give shall provide Parent (ai) prompt notice of and copies of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions for appraisal of the DGCL Shares, withdrawals of such demands, and any other instruments served pursuant to the DGCL Delaware Law and received by the Company and and, (bii) prior to the opportunity Effective Time, the right to direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company will shall not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal to, or settle or offer to settle, or settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are Shares issued and outstanding immediately before prior to the Effective Time and that are held by stockholders any holder who have has not voted in favor of the Merger or consented thereto in writing and who have is entitled to demand and properly exercised demands appraisal rights with respect thereto in accordance with of such Shares pursuant to Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereofConsideration, unless and until such holders fail holder shall have failed to perfect perfect, or withdraw shall have effectively withdrawn or otherwise lose their rights lost, such holder’s right to appraisalappraisal under the DGCL. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Dissenting Shares shall be treated in accordance with Section 262 of the DGCL; PROVIDED, HOWEVER, that if . If any such holder fails to perfect or effectively withdraws or loses any such holder's right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal and payment under the DGCLhas been irrevocably lost, each of such shares shall thereupon be deemed to have been convertedwithdrawn or expired, at the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates Consideration in the manner provided in accordance with Section 2.8 hereof2.1(a). The Company will give Parent (a) shall serve prompt notice to Parent of any demands (or for appraisal of any Shares, attempted withdrawals of demands) for appraisal such notices or demands and any other instruments received by the Company pursuant relating to rights to appraisal, and Parent shall have the applicable provisions of the DGCL right to participate in and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to any such demands for appraisal to, settle or offer to settle, or settle, approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement No Person who, prior to the contraryEffective Time, shares of Company Common Stock that are issued and outstanding immediately before the Effective Time and that are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides has perfected a demand for appraisal rights with respect to it), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL with respect to any Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Person shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL; PROVIDED, HOWEVER, that if ) or lost such holder fails to perfect or effectively withdraws such holder's Person’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares. Unless and payment under the DGCL, each of until a Dissenting Stockholder shall have effectively so withdrawn or lost such shares shall thereupon be deemed to have been converted, at the Effective Time, into the Dissenting Stockholder’s right to appraisal pursuant to the DGCL with respect to such Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the Merger Consideration, without any interest thereon, upon surrender payment provided by Section 262 of the Certificate or Certificates in the manner provided in Section 2.8 hereofDGCL with respect to such Dissenting Shares. The Company will shall give Parent (ai) prompt notice of any written demands (or for appraisal, attempted withdrawals of such demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL , and any other instruments served pursuant to the DGCL and applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal and (bii) the opportunity to direct participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal by Company stockholders under the DGCL. The Company will shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal or appraisal, offer to settle, settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares Shares of the Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders holders (if any) who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised demanded appraisal rights with respect thereto in accordance with Section 262 of the DGCL and, as of the Effective Time, have not failed to perfect or have not effectively withdrawn or lost their rights to appraisal and payment under Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided described in Section 2.8 hereof3.1(a), unless such but holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof Dissenting Shares shall be entitled to receive payment of the consideration determined pursuant to appraised value of such Dissenting Shares in accordance with the provisions of such Section 262 of the DGCL; PROVIDED, HOWEVER, except that if such any Dissenting Shares held by a holder fails who shall have failed to perfect or shall have effectively withdraws such holder's withdrawn or lost its right to appraisal and payment under Section 262 of the DGCL, each of such shares DGCL shall thereupon be deemed to have been converted, at the Effective Time, converted into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereofConsideration and shall no longer be considered Dissenting Shares. The Company will shall give Parent (ai) prompt notice of any written demands (or for appraisal of any shares, withdrawals of such demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL , and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights of appraisal, and (bii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will shall not, except with the prior written consent of ParentParent or as required by a court of competent jurisdiction, make any payment with respect to any such demands for appraisal of Dissenting Shares or offer to settle, settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement any provision of Section 3.01 hereof to the contrary, shares of Company Common Capital Stock that are issued and outstanding immediately before the Effective Time and that which are held by stockholders holders of such shares who have not voted in favor of the Merger or consented thereto in writing Merger, who are entitled to dissent and who have properly exercised appraisal rights with respect thereto delivered a written notice of intent to demand payment for such shares in accordance with the manner provided in Section 262 481 et seq. of the DGCL General Corporation Law (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it"DISSENTING SHARES"), shall not be converted into or exchanged for or represent the right to receive the Merger Consideration as provided in Section 2.8 hereofany shares of Parent Common Stock, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws or loses such holder's rights to payment. If, after the Effective Time, such holder fails to perfect or effectively withdraws or loses such right to appraisal and payment under the DGCLpayment, each of then such shares Dissenting Shares shall thereupon be deemed to have been convertedconverted into and exchanged pursuant to Section 3.01 hereof, at as of the Effective Time, into for the right to receive shares of Parent Common Stock issued in the Merger Considerationto which the holder of such shares of Company Capital Stock is entitled, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent (a) prompt notice of any notices and demands (or withdrawals of demands) for appraisal received by the Company pursuant for payment for shares of Company Capital Stock, and Parent shall have the right to the applicable provisions of the DGCL and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch notices and demands. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal to, or settle or offer to settle, or settle, any such demands. Prior to the Effective Time, the Company shall establish an escrow account with a financial institution and the Company shall fund such escrow account with cash or cash equivalents in an amount sufficient to make all payments to holders of Dissenting Shares. Such escrow account shall survive the Merger. All payments to holders of Dissenting Shares shall be made out of such escrow account, and no such payments shall be made or otherwise funded by Parent.

Dissenting Shares. (a) Notwithstanding anything in the provisions of Section 1.7 or any other provision of this Agreement to the contrary, shares of Company Common Stock that Shares which are issued and outstanding immediately before prior to the Effective Time and that which are held of record by stockholders who have not voted in favor of the Merger or consented thereto in writing right to, and who have properly exercised perfect the right to, an appraisal rights with respect thereto of such Shares in accordance with Section 262 of the DGCL (insofar as such Section is applicable to or any successor provision) (the Merger and provides for appraisal rights with respect to it), "Dissenting Shares") shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereofat or after the Effective Time, unless and until the holder of such holders fail Dissenting Shares shall have failed to perfect or withdraw shall have effectively withdrawn or otherwise lose their rights to appraisal. Instead, ownership of lost such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL. If a holder of Dissenting Shares shall have so failed to perfect or shall have effectively withdrawn or lost such right to appraisal and payment, each then, as of the Effective Time or the occurrence of such shares event, whichever last occurs, such holder's Dissenting Shares shall thereupon automatically be deemed to have been converted, at the Effective Time, converted into and represent the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner as provided in Section 2.8 hereof1.7(a). (b) The Company will or the Surviving Corporation, as the case may be, shall give Parent Harcxxxx (ax) prompt notice of any written demands (or for appraisal, withdrawals of demands) demands for appraisal received by the Company pursuant to the applicable provisions of the DGCL and any other instruments served pursuant to Section 262 of the DGCL and received by the Company or the Surviving Corporation, as the case may be, and (bii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Section 262 of the DGCL. The Company or the Surviving Corporation, as the case may be, will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of ParentHarcourt, make any payment with respect to any such demands for appraisal settle or offer to settle, or settle, settle any such demands.. SECTION 1.10

Dissenting Shares. Notwithstanding anything to the contrary in this Agreement to the contraryAgreement, shares of Company Class A Common Stock that which are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised demanded appraisal rights with respect thereto in accordance with Section 262 of the DGCL Delaware Statute (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), "Dissenting Shares") shall not be converted into or be exchangeable for the right to receive shares of Parent Common Stock in accordance with Section 2.1(c), but holders of such shares shall be entitled to receive payment of the Merger Consideration appraised value of such shares in accordance with the provisions of such Section 262, except that any Dissenting Shares held by a stockholder who shall thereafter withdraw such demand for appraisal of such shares or lose the right to appraisal as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been convertedconverted into and to have become exchangeable for, at the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent (ai) prompt notice of any written demands (or for appraisal of any shares of Company Class A Common Stock, attempted withdrawals of such demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL , and any other instruments served pursuant to the DGCL and Delaware Statute received by the Company relating to stockholders' rights of appraisal, and (bii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal appraisals under the DGCLDelaware Statute. The Company will shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisals of Company Class A Common Stock, offer to settle or settle any such demands for appraisal or offer to settle, or settle, approve any withdrawal of any such demands. All payments to holders of Dissenting Shares shall be paid by the Company out of its own funds, and no funds shall be supplied directly or indirectly by Parent for that purpose.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and Shares outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have has not voted in favor of the Merger or consented thereto in writing and who have has complied with Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights shall not have any rights of a stockholder of the Company or the Surviving Corporation with respect thereto to such Shares, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL (insofar as such Section is applicable to DGCL, unless, after the Merger and provides for appraisal rights with respect to it)Effective Time, shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's or loses his, her or its right to appraisal appraisal, in which case such Shares shall be converted into and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into represent only the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate Certificates or Certificates in the manner provided in Book-Entry Shares, pursuant to Section 2.8 hereof2.2. The Company will give Parent (a) prompt notice of parties hereby agree and acknowledge that in any demands (or withdrawals of demands) for appraisal received by the Company pursuant proceeding with respect to the Dissenting Shares, and to the fullest extent permitted by applicable provisions Law, the fair value of the Dissenting Shares shall be determined in accordance with Section 262 of the DGCL and any other instruments served pursuant without regard to the DGCL and received Top-Up Option, the Top-Up Shares or any promissory note delivered by Sub or Parent to the Company and (b) in payment for the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will not, except with the prior consent of Parent, make any payment with respect to any such demands for appraisal or offer to settle, or settle, any such demandsTop-Up Shares.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately before prior to the Effective Time and that which are held by stockholders who shall not have not voted in favor of the Merger or consented thereto in writing to adopt this Agreement and who have properly exercised demand appraisal rights with respect thereto for such Shares in accordance with Section 262 of the DGCL Corporation Law (insofar as such Section is applicable the “Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive the Merger and provides for appraisal rights with respect to it)Consideration, but shall not be converted into the right to receive the Merger Consideration such consideration as provided in Section 2.8 hereof, unless such may be determined to be due to holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined Dissenting Shares pursuant to Section 262 of the DGCL; PROVIDEDCorporation Law, HOWEVER, that if unless such holder fails to perfect or effectively withdraws such holder's or otherwise loses his rights to appraisal. If, after the Effective Time, a holder of Dissenting Shares fails to perfect or withdraws or loses his right to appraisal and payment under the DGCLappraisal, each of such shares Dissenting Shares shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent and Merger Sub (a) prompt written notice (but in any event within forty-eight (48) hours) of any demands (or for appraisal of any Shares, attempted withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL such demands and any other instruments served pursuant to the DGCL Corporation Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Corporation Law and (b) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLCorporation Law. The Company will shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands for appraisal or offer to settle, or settle, approve any withdrawal of any such demandsdemands except to the extent required by applicable law.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and Shares outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have has not voted in favor of the Merger or consented thereto in writing and who have has duly demanded appraisal under and otherwise complied in all respects with Section 262 of the DGCL (the “Dissenting Shares”) will not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of the Company or the Surviving Corporation with respect thereto to such Shares, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares will be entitled to receive payment of the appraised value of such Shares held by him, her or it in accordance with Section 262 of the DGCL (insofar DGCL, unless, after the Effective Time, such holder fails to perfect or withdraws or loses his, her or its right to appraisal, in which case such Shares will be treated as such Section is applicable to the Merger and provides for appraisal rights with respect to it), shall not be if they had been converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate certificates (or Certificates affidavits of loss in the manner lieu thereof as provided in Section 2.8 hereof. The Company will give Parent (a2.4(f)) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company book-entry shares, pursuant to Section 2.4. Parent shall promptly deposit with the applicable provisions Paying Agent any additional funds necessary to pay in full the aggregate Merger Consideration so due and payable to such stockholder who shall have withdrawn or lost such right to obtain payment of the DGCL and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will not, except with the prior consent fair market value of Parent, make any payment with respect to any such demands for appraisal or offer to settle, or settle, any such demandsDissenting Shares.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company the Common Stock that are issued and Shares outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have has not voted in favor of the Merger or consented thereto in writing and who have has demanded properly exercised in writing appraisal rights with respect thereto for such Common Shares in accordance with Section 262 of the DGCL (insofar as Delaware Code and who shall not have withdrawn such Section is applicable to the Merger and provides for demand or otherwise have forfeited appraisal rights with respect to it), shall not be converted into or represent the right to receive the Merger Consideration as provided ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such Common Shares held by them in accordance with the provisions of such Section 2.8 hereof262, unless such holders fail except that all Dissenting Shares held by stockholders who shall have failed to perfect or withdraw who effectively shall have withdrawn or otherwise lose lost their rights to appraisal. Instead, ownership appraisal of such shares will entitle the holder thereof to receive the consideration determined pursuant to Common Shares held by them under such Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been convertedconverted into and to have become exchangeable, at as of the Effective Time, into for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration, upon surrender of the Certificate or Certificates surrender, in the manner provided in Section 2.8 hereof1.10.2, of the Certificate or Certificates that formerly evidenced such Common Shares. The Company will shall give Parent (a) Acquiror prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions Company, withdrawals of the DGCL such demands, and any other instruments served pursuant to the DGCL Delaware law and received by the Company Company, and (b) Acquiror shall have the opportunity right to direct participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company will shall not, except with the prior written consent of ParentAcquiror, make any payment with respect to any such demands for appraisal appraisal, or settle or offer to settle, or settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement Section 2.7, if required by Sections 60.551 to 60.594 of the OBCA (but only to the contraryextent required thereby), shares of Company Common Stock that are issued and Shares outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have has not voted in favor of the Merger or consented thereto in writing and who have properly exercised has demanded appraisal rights with respect thereto for such Common Shares in accordance with Section 262 with, and who have complied with, Sections 60.551 to 60.594 of the DGCL OBCA (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the a right to receive the Merger Consideration as provided in Section 2.8 hereofPrice, unless such and holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares Dissenting Shares will entitle the holder thereof be entitled to receive the consideration determined pursuant to Section 262 payment of the DGCL; PROVIDED, HOWEVER, that if fair value of such Dissenting Shares in accordance with the provisions of such Sections 60.551 to 60.594 unless and until such holder fails to perfect or effectively withdraws such holder's or otherwise loses his right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at OBCA. If after the Effective TimeTime such holder fails to perfect or withdraws or loses his right to appraisal, such Common Shares shall be treated as if they had been converted as of the Effective Time into the a right to receive the Merger ConsiderationPrice, without any interest thereon, upon surrender and the Surviving Corporation shall remain liable for payment of the Certificate or Certificates Merger Price for such Common Shares without any interest. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided under Sections 60.551 to 60.594 of the OBCA and as provided in the manner provided in Section 2.8 hereofprevious sentence. The Company will shall give Parent (a) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant for appraisal of Common Shares, and Parent shall have the right to the applicable provisions of the DGCL participate in and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct control all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal to, or settle or offer to settle, or settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately before prior to the Effective Time and that which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised exercising appraisal rights with respect thereto in accordance with available under Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into exchangeable for the right to receive the Merger Consideration, without any interest thereon, upon surrender unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the Certificate appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or Certificates in shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the manner provided in Section 2.8 hereofright to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration, without interest, and subject to deduction for any required withholding Tax. The Company will shall give Parent and Merger Sub (ai) prompt written notice of any demands (or for appraisal of any Shares, attempted withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (bii) the opportunity to direct all participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will shall not, except with the prior written consent of ParentParent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any such demands for appraisal or appraisals of capital stock of the Company, offer to settle, settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are Class A Shares issued and outstanding immediately before prior to the Effective Time and that are held by stockholders any holder who have not voted in favor is entitled to demand and properly demands appraisal of the Merger or consented thereto in writing such Class A Shares pursuant to, and who have properly exercised appraisal rights with respect thereto complies in accordance with Section all respects with, section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the Class A Merger Consideration as provided in Section 2.8 hereofConsideration, unless and until such holders fail holder shall have failed to perfect perfect, or withdraw shall have effectively withdrawn or otherwise lose their rights lost, such holder’s right to appraisalappraisal under the DGCL. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section Dissenting Shares shall be treated in accordance with section 262 of the DGCL; PROVIDED, HOWEVER, that if . If any such holder fails to perfect or effectively withdraws or loses any such holder's right to appraisal, each such Class A Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal and payment under has been irrevocably lost, withdrawn or expired, the DGCL, each of such shares Class A Merger Consideration in accordance with section 2.1(a). Pivotal shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will give Parent (a) serve prompt notice to VMware of any demands (or for appraisal of any Class A Shares, attempted withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL such notices or demands and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity Pivotal relating to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will not, except with the prior consent of Parent, make any payment with respect to any such demands for appraisal or offer to settle, or settle, any such demands.rights to

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company the Common Stock that are issued and Shares outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have has not voted in favor of the Merger or consented thereto in writing and who have has demanded properly exercised in writing appraisal rights with respect thereto for such Common Shares in accordance with Section 262 of the DGCL (insofar as Delaware Code and who shall not have withdrawn such Section is applicable to the Merger and provides for demand or otherwise have forfeited appraisal rights with respect to it), shall not be converted into or represent the right to receive the Merger Consideration as provided ("Dissenting Shares"). Such stockholders shall be entitled to receive payment of the appraised value of such Common Shares held by them in accordance with the provisions of such Section 2.8 hereof262, unless such holders fail except that all Dissenting Shares held by stockholders who shall have failed to perfect or withdraw who effectively shall have withdrawn or otherwise lose lost their rights to appraisal. Instead, ownership appraisal of such shares will entitle the holder thereof to receive the consideration determined pursuant to Common Shares held by them under such Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been convertedconverted into and to have become exchangeable, at as of the Effective Time, into for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration, upon surrender of the Certificate or Certificates surrender, in the manner provided in Section 2.8 hereof1.11.2, of the Certificate or Certificates that formerly evidenced such Common Shares. The Company will shall give Parent (a) PennCorp prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions Company, withdrawals of the DGCL such demands, and any other instruments served pursuant to the DGCL Delaware law and received by the Company Company, and (b) PennCorp shall have the opportunity right to direct participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company will shall not, except with the prior written consent of ParentPennCorp, make any payment with respect to any such demands for appraisal appraisal, or settle or offer to settle, or settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement any provision of Section 2.1 hereof to the contrary, shares of Company Common Stock that are issued and outstanding immediately before the Effective Time and that which are held by stockholders holders of such shares who have not voted in favor of the Merger or consented thereto in writing Merger, who are entitled to dissent and who have properly exercised appraisal rights with respect thereto delivered a written notice of intent to demand payment for such shares in accordance with the manner provided in Section 262 of the DGCL Delaware Corporation Law (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it"Dissenting Shares"), shall not be converted into or exchanged for or represent the right to receive the Merger Consideration as provided in Section 2.8 hereofany shares of Parent Common Stock, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws or loses such holder's rights to payment. If, after the Effective Time, such holder fails to perfect or effectively withdraws or loses such right to appraisal and payment under the DGCLpayment, each of then such shares Dissenting Shares shall thereupon be deemed to have been convertedconverted into and exchanged pursuant to Section 2.1 hereof, at as of the Effective Time, into for the right to receive shares of Parent Common Stock issued in the Merger Considerationto which the holder of such shares of Company Common Stock is entitled, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent (a) prompt notice of any notices and demands (or withdrawals of demands) for appraisal received by the Company pursuant for payment for shares of Company Common Stock, and Parent shall have the right to the applicable provisions of the DGCL and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch notices and demands. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal to, or settle or offer to settle, or settle, any such demands. Prior to the Effective Time, the Company shall establish an escrow account with a financial institution and the Company shall fund such escrow account with cash or cash equivalents in an amount sufficient to make all payments to holders of Dissenting Shares. Such escrow account shall survive the Merger. All payments to holders of Dissenting Shares shall be made out of such escrow account, and no such payments shall be made or otherwise funded by Parent.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company OrthAlliance Class B Common Stock that which are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised with respect to which appraisal rights with respect thereto shall have been properly demanded in accordance with Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), "OrthAlliance Dissenting Shares") shall not be converted into the right to receive receive, or be exchangeable for, OCA Common Stock or cash in lieu of fractional shares but, instead, the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail thereof shall be entitled to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership payment of the appraised value of such shares will entitle OrthAlliance Dissenting Shares in accordance with the holder thereof to receive the consideration determined pursuant to provisions of Section 262 of the DGCL; PROVIDEDprovided, HOWEVERhowever, that (i) if any holder of OrthAlliance Dissenting Shares shall subsequently deliver a written withdrawal of his demand for appraisal of such shares, or (ii) if any holder fails to perfect establish his entitlement to appraisal rights as provided in Section 262 of the DGCL, such holder or effectively withdraws such holder's holders (as the case may be) shall forfeit the right to appraisal of such shares of OrthAlliance Common Stock and payment under the DGCL, each of such shares shall thereupon be deemed to have been convertedconverted into the right to receive, at and to have become exchangeable for, as of the Effective Time, into the right to receive the Merger ConsiderationOCA Common Stock and/or cash in lieu of fractional shares, without any interest thereon, upon surrender of the Certificate or Certificates in the manner as provided in Section 2.8 hereofthis Article II. The Company will OrthAlliance shall give Parent (a) OCA prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions OrthAlliance, withdrawals of the DGCL such demands and any other instruments served pursuant to the DGCL and received by the Company OrthAlliance, and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will OrthAlliance shall not, except with the prior written consent of ParentOCA, make any payment with respect to any such demands for appraisal or offer to settle, settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that Shares which are issued and outstanding immediately before prior to the Effective Time and that which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised shareholders exercising appraisal rights with respect thereto in accordance with available under Section 262 of the DGCL Corporation Law (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), "Dissenting Shares") shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Corporation Law. Dissenting Shares shall be treated in accordance with Section 262 of the Corporation Law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the Effective Time, the Merger Consideration without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent and Purchaser (a) prompt notice of any written demands (or for appraisal of any Shares, attempted withdrawals of such demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL , and any other instruments served pursuant to the DGCL Corporation Law and received by the Company relating to rights to be paid the "fair value" of Dissenting Shares, as provided in Section 262 of the Corporation Law and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLCorporation Law. The Company will shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal or appraisals of capital stock of the Company, offer to settle, settle or settle, settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in No outstanding share of Seller Common Stock as to which the holder has exercised dissenters rights under the TCA and did not vote for the adoption of this Agreement and the Parent Merger Documents shall be converted into or represent a right to receive the Merger Consideration, and the holder thereof shall be entitled only to such rights as are granted by the TCA. Seller shall give Acquiror prompt notice upon receipt by Seller of any such written demands for payment of the fair value of such shares of the Seller Common Stock and of withdrawals of such demands and any other instruments provided pursuant to the contrary, shares of Company Common Stock that are issued TCA (any stockholder duly making such demand being hereinafter called a “Dissenting Stockholder”). Acquiror shall direct all negotiations and outstanding immediately before the Effective Time and that are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights proceedings with respect to it)any such demands or notices. Seller shall not, without the prior written consent of Acquiror, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. If any Dissenting Stockholder shall not effectively withdraw or lose (through failure to perfect or otherwise) his right to such payment at or prior to the Effective Time, such holder’s shares of the Seller Common Stock shall be automatically converted into the a right to receive the Merger Consideration in accordance with the applicable provisions of this Agreement, without any interest thereon, as provided in Section 2.8 hereof, unless if such holders fail holder had made a Combination Election. If such holder shall effectively withdraw or lose (through failure to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's otherwise) his right to appraisal and such payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at after the Effective Time, each share of the Seller Common Stock of such holder shall be automatically converted, on a share-by-share basis, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will give Parent (a) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will not, except with the prior consent of Parent, make any payment with respect to any as if such demands for appraisal or offer to settle, or settle, any such demandsholder had made a Combination Election.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are Xxxxxx issued and outstanding immediately before prior to the Effective Time and that are held by stockholders any holder who have has not voted in favor of the Merger or consented thereto in writing and who have is entitled to demand and who properly exercised demands appraisal rights with respect thereto in accordance with of such Shares pursuant to Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereofConsideration, unless and until such holders fail holder shall have failed to perfect perfect, or withdraw shall have effectively withdrawn or otherwise lose their rights lost, such holder’s right to appraisalappraisal under the DGCL. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Dissenting Shares shall be treated in accordance with Section 262 of the DGCL; PROVIDED, HOWEVER, that if . If any such holder fails to perfect or effectively withdraws or loses any such holder's right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal and payment under the DGCLhas been irrevocably lost, each of such shares shall thereupon be deemed to have been convertedwithdrawn or expired, at the Effective Time, into the right to receive the Merger ConsiderationConsideration in accordance with this ARTICLE II, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereofinterest. The Company will give Parent (a) shall serve prompt notice to Parent of any demands (or for appraisal of any Shares, attempted withdrawals of demands) for appraisal such notices or demands and any other instruments received by the Company pursuant relating to rights to appraisal, and Parent shall have the applicable provisions of the DGCL right to participate in and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct control all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to any such demands for appraisal to, settle or offer to settle, or settleapprove any withdrawal of, any such demands, or agree to do any of the foregoing. Any portion of the Exchange Fund paid to the Exchange Agent to pay for Shares that have become Dissenting Shares shall be returned to Parent upon demand.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that Shares which are issued and outstanding immediately before prior to the Effective Time and that which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised exercising appraisal rights with respect thereto in accordance with available under Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the Effective Time, the Merger Consideration without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent and Purchaser (a) prompt notice of any written demands (or for appraisal of any Shares, attempted withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal or appraisals of capital stock of the Company, offer to settle, settle or settle, settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this Merger Agreement to the contrarycontrary and unless otherwise provided by applicable law, shares of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held owned by stockholders who have not voted in favor of the Merger or consented thereto in writing and Company Stockholders who have properly exercised appraisal rights with respect thereto in accordance with demanded payment of the fair value of their stock (the "Dissenting Shares") within the meaning of Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), Delaware Law shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless and until such holders fail Company Stockholders shall have failed to perfect or withdraw shall have effectively withdrawn their demand, or otherwise lose lost their rights to appraisalright of payment under applicable law. Instead, ownership of If any such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails Company Stockholder shall have failed to perfect or shall have effectively withdraws withdrawn or lost such holder's right to appraisal and payment under the DGCLof payment, each share of Company Common Stock held by such shares Company Stockholder shall thereupon be deemed converted into the right to have been convertedreceive and exchangeable for, at the Effective Time, into the right to receive the Merger ConsiderationConsideration pursuant to Section 2.02 of this Merger Agreement. Subject to the terms and conditions of this Merger Agreement, without at and after the Effective Time, any interest thereon, upon surrender holder of shares of Company Common Stock who complies with Section 262 of Delaware Law (a "Company Dissenting Stockholder") shall be entitled to obtain payment from Surviving Corporation of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The fair value of such Company will give Parent (a) prompt notice Dissenting Stockholder's shares of any demands (or withdrawals of demands) for appraisal received by the Company Common Stock as determined pursuant to the applicable provisions of the DGCL and any other instruments served pursuant Delaware Law; PROVIDED, HOWEVER, that, to the DGCL extent permissible under Delaware Law, no such payment shall be made unless and received by until such Company Dissenting Stockholder has surrendered to the Exchange Agent the Certificate representing the shares of Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands Common Stock for appraisal under the DGCL. The Company will not, except with the prior consent of Parent, make any which payment with respect to any such demands for appraisal or offer to settle, or settle, any such demandsis being made.

Dissenting Shares. Notwithstanding anything in For purposes of this Agreement to the contraryAgreement, “Dissenting Shares” mean any shares of Company Common Capital Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders a person who have has not voted such shares in favor of the Merger or consented thereto in writing adoption of this Agreement and who have the Merger, has properly exercised demanded appraisal rights with respect thereto for such shares in accordance with Section 262 of the DGCL (insofar as Delaware Law and has not effectively withdrawn or forfeited such Section is applicable demand for appraisal. Notwithstanding anything to the Merger and provides for appraisal rights with respect to it)contrary contained herein, shall Dissenting Shares will not be converted into a right to receive the Merger Consideration unless such holder fails to perfect or withdraws or otherwise loses its rights to appraisal or it is determined that such holder does not have appraisal rights in accordance with Delaware Law. If after the Effective Time, such holder fails to perfect or withdraws or loses its right to appraisal, or if it is determined that such holder does not have appraisal rights, such shares will be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration as provided merger consideration set forth in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal1.6(a) hereof (if any). Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will give Parent (a) prompt notice of any demands (or received by Company for appraisal of shares of Company Capital Stock, withdrawals of such demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL , and any other instruments served pursuant that relate to the DGCL and such demands received by the Company. The Company and (b) the opportunity to direct shall control all negotiations and proceedings with respect to demands for appraisal under such demands, provided that (i) the DGCL. The Company shall keep Parent reasonably apprised of all material events, circumstance or changes with respect to any such demand following the making thereof and (ii) the Company will not, except with the prior written consent of ParentParent (such consent not to be unreasonably withheld, conditioned or delayed), make any payment with respect to any such demands for appraisal to, or settle or offer to settle, or settle, any such demands, unless and to the extent required to do so under applicable Legal Requirements.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately before the Effective Time and that are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), Any Dissenting Shares shall not be converted into the right to receive from the Merger Consideration Surviving Corporation such consideration as provided in Section 2.8 hereof, unless may be determined to be due with respect to each such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined Dissenting Share pursuant to Section 262 of the DGCL; PROVIDEDprovided, HOWEVERhowever, that if such shares of Company Common Stock that are Dissenting Shares at the Effective Time of the Merger and are held by a holder fails to perfect who shall, after the Effective Time of the Merger, withdraw his demand for appraisal or effectively withdraws such holder's lose his right to of appraisal and payment under as provided in the Section 262 of the DGCL, each of such shares shall thereupon be deemed to have been be converted, at as of the Effective TimeTime of the Merger, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of Shares in accordance with the Certificate or Certificates in the manner provided procedures specified in Section 2.8 hereof2.3. The Company will shall give Parent (ai) prompt notice of any written demands (or for appraisal, withdrawals of demands) demands for appraisal received by the Company pursuant to the applicable provisions of the DGCL and any other instruments served pursuant to Section 262 of the DGCL and received by the Company and (bii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under Section 262 of the DGCL. The Company will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Parent, settle or offer to settle any such demands. It is understood and agreed that the obligation to make any payment with respect under Section 262 of the DGCL shall be exclusively that of the Surviving Corporation and that Parent shall be under no obligation to perform and discharge any such demands for appraisal obligation or offer to settle, reimburse or settle, make any contribution to the capital of the Surviving Corporation to enable it to perform and discharge any such demandsobligation.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company any Common Stock that are Shares issued and outstanding immediately before prior to the Effective Time and that are held by stockholders a holder (a “Dissenting Stockholder”) who have has not voted in favor of the Merger or consented thereto in writing and who have has properly exercised demanded appraisal rights with respect thereto for such Common Shares in accordance with Section 262 of the DGCL Nevada Law (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the a right to receive the Merger Consideration as provided at the Effective Time in accordance with Section 2.8 2.01(a) hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle but shall represent and become the holder thereof right to receive the such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of the DGCL; PROVIDEDNevada Law, HOWEVER, that if unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder's ’s right to appraisal and payment under the DGCLNevada Law. If, each of such shares shall thereupon be deemed to have been converted, at after the Effective Time, into the such holder fails to perfect or withdraws or otherwise loses such holder’s right to receive appraisal, such former Dissenting Shares held by such holder shall be treated as if they had been converted as of the Effective Time into a right to receive, upon surrender as provided above, the Merger Consideration, Consideration without any interest or dividends thereon, upon surrender of the Certificate or Certificates in the manner provided in accordance with Section 2.8 hereof2.01(a). The Company will shall give Parent (a) and Merger Sub prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions for appraisal of the DGCL Common Shares, withdrawals of such demands and any other instruments served pursuant to the DGCL Nevada Law and received by the Company Company, and (b) Parent shall have the opportunity right to direct all negotiations and proceedings with respect to demands for appraisal under such demands. Except as required by Nevada Law, the DGCL. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal of Common Shares or offer to settle, settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, including Section 2.01, and subject to NRS 92A.300 through 92A.500 (the “Dissenting Statute”), shares of Company Target Common Stock that are issued and outstanding immediately before prior to the Effective Time (other than shares cancelled in accordance with Section 2.01(a)) and that are held by stockholders a holder who have has not voted in favor of the Merger or consented thereto in writing writing, and who have is entitled to demand and has properly exercised appraisal dissenters rights with respect thereto of such shares in accordance with Section 262 the Dissenting Statute (such shares of Target Common Stock being referred to collectively as the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the a right to receive the Merger Consideration as provided in Section 2.8 hereof2.01(b), unless but instead shall be entitled to only such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Insteadas are granted by the Dissenting Statute; provided, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDEDhowever, HOWEVER, that if such holder fails to perfect perfect, or effectively withdraws otherwise waives, withdraws, or loses such holder's ’s right to appraisal and payment under dissent pursuant to the DGCLDissenting Statute or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Dissenting Statute, each of such shares of Target Common Stock shall thereupon be deemed to have treated as if they had been converted, at converted as of the Effective Time, Time into the right to receive the Merger ConsiderationConsideration in accordance with Section 2.01(b), without any interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Book-Entry Share, as the Certificate or Certificates in the manner provided in Section 2.8 hereofcase may be. The Company will give Parent (a) prompt Target shall promptly provide Aytu with written notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions Target for appraisal of the DGCL shares of Target Common Stock, any waiver or withdrawal of any such demand, and any other instruments served pursuant demand, notice, or instrument delivered to Target prior to the DGCL Effective Time that relates to such demand, and received by the Company and (b) Aytu shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company will not, except Except with the prior written consent of ParentAytu, the Target shall not make any payment with respect to any such demands for appraisal to, or settle, or offer to settle, or settle, any such demands.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Stock that are including Section 1.6, Shares issued and outstanding immediately before prior to the Effective Time (other than Shares cancelled in accordance with Section 1.6(a)) and that are held by stockholders a holder who have has not voted voted, as applicable, in favor of the Merger adoption of this Agreement or consented thereto in writing and who have has properly exercised appraisal rights with respect thereto of such Shares in accordance with Section 262 of the DGCL (insofar such Shares being referred to collectively as the “Dissenting Shares” until such time as such Section is applicable holder fails to the Merger and provides for perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to it), such Shares) shall not be converted into a right to receive a portion of the Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership portion of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration, if any, to which such holder is entitled pursuant to Section 1.6, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will give HoldCo shall provide Parent (a) and Operator prompt written notice of any demands (or withdrawals of demands) received by HoldCo for appraisal received by the Company pursuant to the applicable provisions of the DGCL Shares, any withdrawal of any such demand and any other instruments served demand, notice or instrument delivered to HoldCo prior to the Effective Time pursuant to the DGCL that relates to such demand, and received by the Company and (b) Buyer Parties shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company will not, except Except with the prior written consent of ParentParent and Operator, HoldCo shall not make any payment with respect to any such demands for appraisal to, or settle or offer to settle, or settle, any such demands.

Dissenting Shares. Notwithstanding anything in Any provision of this Agreement to the contrarycontrary notwithstanding, shares of Company Common Stock Shares that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders holders of such Shares who have (a) not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who have (b) properly exercised appraisal rights with respect thereto in accordance with with, and otherwise complied with, Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 2.8(b). Holders of Dissenting Shares shall be entitled only to receive payment of the DGCL; PROVIDEDfair value of such Dissenting Shares in accordance with the provisions of such Section 262, HOWEVER, that if unless and until any such holder fails to perfect or effectively withdraws such holder's right or loses its rights to appraisal and payment under the DGCL. If, each of after the Effective Time, any such shares holder fails to perfect or effectively withdraws or loses such right, such Dissenting Shares shall thereupon cease to be Dissenting Shares, including for purposes of Section 2.8(b), and shall be deemed to have been convertedconverted into, at the Effective Time, into the right to receive the Merger ConsiderationConsideration as provided for in Section 2.8(b). At the Effective Time, without the Dissenting Shares shall be automatically canceled and shall cease to exist and any interest thereonholder of Dissenting Shares shall cease to have any rights with respect thereto, upon surrender of except the Certificate or Certificates in the manner rights provided in Section 2.8 hereof262 of the DGCL and as provided in the previous sentence. The Company will shall give Parent (ai) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions for appraisals of the DGCL Shares, withdrawals of such demands and any other related instruments served pursuant to the DGCL and received by the Company and (bii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch notices and demands. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal or offer to settle, or settle, settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and Shares outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have has not voted in favor of the Merger or consented thereto in writing and who have properly exercised demands in writing appraisal rights with respect thereto for such Shares in accordance with Section 262 of the DGCL (insofar as GCL, if such Section is applicable to the Merger and 262 provides for appraisal rights with respect to itfor such Shares in the Merger ("Dissenting Shares"), shall not be converted into the right to receive the Merger Consideration Price as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof 2.07 but shall be entitled to receive the consideration as shall be determined pursuant to Section 262 of the DGCL; PROVIDEDGCL, HOWEVER, that if unless and until such holder fails to perfect or effectively withdraws such holder's or otherwise loses his right to appraisal and payment under the DGCLGCL. If, each of such shares shall thereupon be deemed to have been converted, at after the Effective Time, any such holder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger ConsiderationPrice, if any, to which such holder is entitled, without any interest or dividends thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent (a) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions for appraisal of the DGCL Shares, withdrawals of such demands and any other instruments served pursuant to the DGCL GCL and received by the Company and (b) and, prior to the opportunity Effective Time, Parent shall have the right to direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company will shall not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal to, or settle or offer to settle, or settle, any such demands.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately before the Effective Time and that are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), Dissenting Shares shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such and holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof Dissenting Shares shall be entitled to receive payment of the consideration determined pursuant to appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; PROVIDED, HOWEVER, that if unless and until such holder Person fails to perfect comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such holder's right Person’s rights to appraisal and receive payment under Section 262 of the DGCL. If any such Person fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such right, each of such shares Dissenting Shares shall thereupon be deemed to have treated as if they had been converted, converted at the Effective Time, Time into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall (i) give Parent (a) prompt notice of any written demands (or for appraisal of Shares, withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL such demands and any other instruments served pursuant to the DGCL and received by the Company with respect to the Dissenting Shares promptly after receipt by the Company and (bii) give Parent the opportunity opportunity, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands for appraisal under pursuant to the DGCLDGCL in respect of such Dissenting Shares. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal or offer to settle, settle or settle, settle any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are Shares issued and outstanding immediately before prior to the Effective Time and that are held by stockholders who have any person who, if applicable, has not voted such Shares in favor of the Merger or consented thereto in writing and who have has the right to demand, and who properly exercised demands, an appraisal rights with respect thereto of such Shares ("Dissenting Shares") in accordance with Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), or any successor provision) shall not be converted into a right to receive the Merger Consideration unless such holder fails to perfect or otherwise loses such holder's right to such appraisal, if any. If, after the Effective Time, such holder fails to perfect or loses any such right to appraisal, each such Share of such holder shall be treated as a Share that had been converted as of the Effective Time into the right to receive the Merger Consideration as in accordance with Section 2.07(c). At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect DGCL (or effectively withdraws such holder's right to appraisal any successor provision) and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates as provided in the manner provided in Section 2.8 hereofimmediately preceding sentence. The Company will shall give Parent (a) prompt notice to Parent of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions for appraisal of the DGCL Shares, withdrawals of such demands, and any other instruments served pursuant to Section 262 of the DGCL and received by the Company Company. Parent shall have the right to participate in and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal to, or offer to settle, or settle, any such demands.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the IBCA, shares of Company Common Stock that are issued and any Shares outstanding immediately before prior to the Effective Time and that are held by stockholders a shareholder (a “Dissenting Shareholder”) who have not has neither voted in favor of the Merger or approval of this Agreement nor consented thereto in writing and who have has demanded properly exercised in writing appraisal for such Shares and otherwise properly perfected and not withdrawn or lost his or her rights with respect thereto (the “Dissenting Shares”) in accordance with the provisions of Section 262 490.1302 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), shall IBCA will not be converted into into, or represent the right to receive receive, the Merger Consideration as provided Consideration. Such Dissenting Shareholders will be entitled to receive payment of the appraised value of Dissenting Shares held by them in accordance with the provisions of such Section 2.8 hereof490.1302, unless such holders fail except that all Dissenting Shares held by shareholders who have failed to perfect or withdraw who effectively have withdrawn or otherwise lose lost their rights to appraisal. Instead, ownership appraisal of such shares will entitle the holder thereof to receive the consideration determined Dissenting Shares pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall 490.1323 will thereupon be deemed to have been convertedconverted into, at the Effective Time, into and represent the right to receive receive, the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates Consideration in the manner provided in Section 2.8 hereofArticle II and will no longer be Excluded Shares. The Company will give Parent (a) MergerCo prompt notice of any written demands (or for appraisal, attempted withdrawals of such demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL , and any other instruments served pursuant to the DGCL and applicable Law received by the Company and (b) relating to shareholders’ rights of appraisal. The Company will give MergerCo the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLappraisal. The Company will not, except with the prior written consent of ParentMergerCo, make any payment with respect to any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands for appraisal or offer to settle, approve any withdrawal or settle, other treatment of any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to ----------------- the contrary, shares of Company Common Stock that are issued and outstanding immediately before the Effective Time and that are held by stockholders shareholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDEDprovided, HOWEVERhowever, that if such holder fails to perfect or effectively -------- ------- withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon there upon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will give Parent (a) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will not, except with the prior consent of Parent, make any payment with respect to any such demands for appraisal or offer to settle, or settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders any holder who have not voted in favor of the Merger or consented thereto in writing is entitled to exercise and who have has properly and validly exercised appraisal dissenters’ rights with respect thereto in accordance with Section 262 Chapter 13 of the DGCL CGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the Common Stock Merger Consideration as provided Consideration, but instead shall be converted into the right to receive payment from the Surviving Corporation with respect to such Dissenting Shares in Section 2.8 hereof, accordance with the CGCL unless and until such holders fail holder shall have failed to perfect or withdraw shall have effectively withdrawn or otherwise lose their lost such holder’s right under the CGCL. At the Effective Time, holders of Dissenting Shares shall cease to have any rights with respect thereto, except the right to appraisal. Instead, ownership receive payment of the “fair market value” of such shares will entitle Dissenting Shares held by them in accordance with the holder thereof to receive the consideration determined pursuant to Section 262 provisions of the DGCL; PROVIDED, HOWEVER, that if such holder fails Chapter 13. All Dissenting Shares held by holders who shall have failed to perfect or who effectively withdraws shall have withdrawn or lost their rights under such holder's right to appraisal and payment under the DGCL, each of such shares Chapter 13 shall thereupon be deemed to have been converted, at the Effective Time, converted into and to have become exchangeable for the right to receive the Common Stock Merger Consideration, without any interest thereonas of the Effective Time, upon surrender of the Certificate or Certificates surrender, in the manner provided in Section 2.8 hereof3.4(b), of the Certificate or Certificates that formerly evidenced such Dissenting Shares. The Prior to the Closing Date, the Company will give shall keep Parent (a) prompt notice reasonably notified of any demands (or under such Chapter 13 and attempted withdrawals of such notices or demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL , and any other instruments served pursuant to the DGCL and received by the Company and (b) Parent shall have the opportunity to reasonably participate in and reasonably direct all negotiations material negotiations, petitions and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company will shall not, except with without the prior written consent of ParentParent (which may be given or withheld in its sole discretion), make any payment with respect to any such demands for appraisal to, or settle or offer to settle, or settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, shares of Company Common Stock Shares that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders any stockholder who have is entitled to demand and properly demands (and does not voted timely withdraw such demand) appraisal of such Shares (the “Dissenting Shares”) pursuant to, and who complies in favor all respects with, the provisions of Section 262 of the DGCL shall not be converted into, or represent the right to receive, the Merger Consideration. Any such stockholder shall instead be entitled to receive payment of the fair value of such stockholder’s Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that all Dissenting Shares held by any stockholder who shall have failed to perfect or consented thereto in writing and who otherwise shall have properly exercised appraisal rights with respect thereto withdrawn, in accordance with Section 262 of the DGCL (insofar as DGCL, or lost such Section is applicable to the Merger and provides for appraisal rights with respect to it), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their stockholder’s rights to appraisal. Instead, ownership appraisal of such shares will entitle the holder thereof to receive the consideration determined pursuant to Shares under Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares DGCL shall thereupon be deemed to have been convertedconverted into, at and to have become exchangeable for, as of the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates that formerly evidenced such Shares in the manner provided in Section 2.8 hereof2.02(b) and (c), as applicable. The Company will shall give Parent (ai) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions for appraisal of the DGCL any Shares, withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company and (bii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will shall not, except with the prior written consent of Parent, make any payment or agree to make any payment with respect to any such demands for appraisal or offer to settle, settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately before the Effective Time and that are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), each Dissenting Share shall not be converted into the a right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 applicable portion of the DGCLApplicable Per Share Merger Consideration, but instead shall be entitled to only such rights as are granted by the BVI BCA; PROVIDEDprovided, HOWEVERhowever, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCLif, each of such shares shall thereupon be deemed to have been converted, at after the Effective Time, into the such holder waives, withdraws, or loses such holder’s right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will give Parent (a) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL BVI BCA, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the applicable provisions of the BVI BCA, such SPAC Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Applicable Per Share Merger Consideration in accordance with Section 4.1 without interest thereon, upon surrender and transfer of such shares. The SPAC shall provide the Company prompt written notice of any demands received by the SPAC for appraisal of any SPAC Shares, any waiver or withdrawal of any such demand, and any other instruments served pursuant demand, notice, or instrument delivered to the DGCL and received by SPAC prior to the Company and (b) the opportunity Effective Time that relates to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demand. The Company will not, except Except with the prior written consent of Parentthe Company (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the SPAC shall not make any payment with respect to any such demands for appraisal to, or settle, or offer to settle, or settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued Shares (other than any Shares to be cancelled pursuant to Sections 2.7(b) and 2.7(c)) outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have not voted has appraisal rights for such Shares in favor of the Merger or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with under Section 262 of the DGCL Delaware Law (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it“Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive a portion of the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if and until such holder fails to perfect or effectively withdraws loses such holder's ’s right to appraisal and payment under the DGCLDelaware Law. If, each of such shares shall thereupon be deemed to have been converted, at after the Effective Time, any such holder loses such holder’s right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Merger ConsiderationConsideration to which such holder is entitled, without any interest thereoninterest, upon surrender and such holder shall have all of the Certificate or Certificates in the manner provided in Section 2.8 hereofother rights of a stockholder set forth hereunder. The Company will shall give Parent the Acquiror (ai) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions for appraisal of the DGCL Shares, attempted written withdrawals of such demands, and any other instruments served pursuant to the DGCL Delaware Law and received by the Company relating to stockholders’ rights to appraisal with respect to the Merger and (bii) the opportunity to direct all negotiations and proceedings with respect to demands for any exercise of such appraisal rights under the DGCLDelaware Law. The Company will shall not, except with the prior written consent of Parentthe Acquiror, voluntarily make any payment with respect to any such demands for appraisal payment of fair value for capital stock of the Company or offer to settle, settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are Shares issued and outstanding immediately before prior to the Effective Time and that are held by stockholders any holder who have has not voted in favor of the Merger or consented thereto in writing and who have is entitled to demand and properly exercised demands appraisal rights with respect thereto in accordance with pursuant to Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereofConsideration, unless and until such holders fail holder shall have failed to perfect perfect, or withdraw shall have effectively withdrawn or otherwise lose their rights lost, such holder’s right to appraisalappraisal under the DGCL. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Dissenting Shares shall be treated in accordance with Section 262 of the DGCL; PROVIDED, HOWEVER, that if . If any such holder fails to perfect or effectively withdraws or loses any such holder's right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal and payment under the DGCLhas been irrevocably lost, each of such shares shall thereupon be deemed to have been convertedwithdrawn or expired, at the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates Consideration in the manner provided in accordance with Section 2.8 hereof2.1(a). The Company will give Parent (a) shall serve prompt notice to Parent of any demands (or for appraisal of any Shares, attempted withdrawals of demands) for appraisal such notices or demands and any other instruments received by the Company pursuant relating to rights to appraisal, and Parent shall have the applicable provisions of the DGCL and any other instruments served pursuant right to the DGCL and received by the Company and (b) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to any such demands for appraisal to, settle or offer to settle, or settle, approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Target Capital Stock that are issued and (other than any shares to be cancelled pursuant to Section 3.2) outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have has not voted in favor of the Merger or consented thereto in writing and who have has properly exercised demanded appraisal rights with respect thereto for such shares in accordance with Section 262 of the DGCL DGCL, as applicable (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it“Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 a portion of the DGCL; PROVIDED, HOWEVER, that if Purchaser Merger Securities unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder's ’s right to appraisal and payment under the DGCL. If, each of such shares shall thereupon be deemed to have been converted, at after the Effective Time, any such holder fails to perfect or withdraws or loses such holder’s right to appraisal rights, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Purchaser Merger ConsiderationSecurities, if any, to which such holder is entitled, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereofinterest. The Company will Target shall give Parent Purchaser: (a) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions Target for appraisal of the DGCL shares of Target Capital Stock, attempted written withdrawals of such demands, and any other instruments served pursuant to the DGCL DGCL, as applicable, and received by the Company Target relating to Target Stockholders’ rights to appraisal with respect to the Merger; and (b) the opportunity to direct participate in all negotiations and proceedings with respect to demands for any exercise of such appraisal rights under the DGCL, as applicable. The Company will Target shall not, except with the prior written consent of ParentPurchaser, not to be unreasonably withheld, conditioned or delayed, voluntarily make any payment with respect to any demands for payment of fair value for shares of capital stock of the Target, offer to settle or settle any such demands for appraisal or offer to settle, or settle, approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement If dissenters’ rights are available under the California GCL to the contrary, holders of shares of capital stock of the Company Common Stock that are in connection with the Merger, any issued and outstanding immediately before share of capital stock of the Effective Time and Company that are held by stockholders a shareholder who have (a) did not voted vote such shareholder’s shares of capital stock of the Company in favor of the Merger (or consented did not consent thereto in writing writing, if approval of the Merger is obtained by written consent), (b) is entitled to demand and who have properly exercised appraisal rights with respect thereto demands that the Company purchase such shares at their fair market value in accordance with Section 262 1301 of the DGCL California GCL, (insofar as c) has submitted such shares for endorsement in accordance with Section is applicable 1302 of the California GCL and (d) has not otherwise failed to perfect or effectively withdrawn or lost such right to require the Merger and provides for appraisal rights with respect Company to it)so purchase such shares, shall not be converted into or exchangeable for the right to receive the Merger Consideration (the “Dissenting Shares”), but instead the holders thereof shall be entitled to have the Dissenting Shares purchased by the Company for cash at the fair market value thereof as provided agreed upon or determined in Section 2.8 hereofaccordance with the provisions of Chapter 13 of the California GCL, unless and until the holder of such holders fail Dissenting Shares shall have failed to perfect or withdraw shall have effectively withdrawn his demand for such dissenters’ rights or otherwise lose their rights to appraisalloses his dissenters’ rights. Instead, ownership If a holder of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails Dissenting Shares shall have failed to perfect or shall have effectively withdraws withdrawn his demand for dissenters’ rights or shall otherwise lose his dissenters’ rights, then, such holder's right to appraisal and payment under the DGCL, each of such shares Dissenting Shares shall thereupon be deemed treated as if they had been converted into and become exchangeable for the right to have been convertedreceive, at as of the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will give Parent (a) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will not, except with the prior consent of Parent, make any payment with respect to any such demands for appraisal or offer to settle, or settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are Shares issued and outstanding immediately before prior to the Effective Time and that are held by stockholders any holder who have has not voted in favor of the Merger or consented thereto in writing and who have is entitled to demand and properly exercised demands appraisal rights with respect thereto of such Shares pursuant to, and who complies in accordance with all respects with, Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereofConsideration, unless and until such holders fail holder shall have failed to perfect perfect, or withdraw shall have effectively withdrawn or otherwise lose their rights lost, such holder’s right to appraisalappraisal under the DGCL. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Dissenting Shares shall be treated in accordance with Section 262 of the DGCL; PROVIDED, HOWEVER, that if . If any such holder fails to perfect or effectively withdraws or loses any such holder's right to appraisal, then each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal and payment under has been irrevocably lost, withdrawn or expired, the DGCL, each of such shares shall thereupon be deemed Merger Consideration in accordance with Section 3.1(a). Prior to have been converted, at the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will give shall promptly notify Parent (a) prompt notice of any demands (or for appraisal of any Shares, attempted withdrawals of demands) for appraisal such notices or demands and any other instruments received by the Company pursuant relating to rights to appraisal, and Parent shall have the applicable provisions of the DGCL right to participate in and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company will shall not, except with without the prior written consent of Parent, make any payment with respect to any such demands for appraisal to, settle or offer to settle, or settle, approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in Section 2.05 or any other provision of this Agreement to the contrary, shares of Company Common Stock that are Shares issued and outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have not voted in favor of the Merger or consented thereto in writing is entitled to appraisal and who have has properly exercised appraisal rights with respect thereto for such shares in accordance with Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such Shares shall immediately cease to be Dissenting Shares and shall be treated as if they had been Shares converted as of the Effective Time into the right to receive the Merger Consideration as provided in accordance with Section 2.8 hereof2.05(a), unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Insteadwithout interest thereon, ownership upon surrender of such shares will entitle Certificate formerly representing such Shares. The Company shall provide Parent prompt written notice of any demands received by the holder thereof Company for appraisal of Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to receive the consideration determined Company prior to the Effective Time pursuant to Section 262 of the DGCL; PROVIDEDDGCL that relate to such demand, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's and Parent shall have the opportunity and right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates participate in the manner provided in Section 2.8 hereof. The Company will give Parent (a) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company will not, except Except with the prior written consent of ParentParent or if required by Applicable Law, the Company shall not make any payment with respect to any such demands for appraisal to, or offer to settle, settle or settle, any such demands.

Dissenting Shares. Notwithstanding anything to the contrary contained in this Agreement Agreement, any holder of Company Common Stock who shall be entitled to be paid the “fair value” of such holder’s Dissenting Shares, as provided in Section 262 of the DGCL, shall not be entitled to the contraryconsideration to which such holder would otherwise have been entitled pursuant to Sections 2.1 and 3.1, unless and until such holder shall have failed to perfect or withdrawn or lost such holder’s rights under Section 262 of the DGCL, and shall be entitled to receive only such payment as is provided for by Section 262 of the DGCL. At the Effective Time, all Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262 of the DGCL. If, after the Effective Time, such dissenting stockholder withdraws such stockholder’s demand for appraisal or fails to perfect or otherwise loses such stockholder’s right of appraisal, in any case pursuant to the DGCL, such stockholder’s shares of Company Common Stock that are issued and outstanding immediately before shall be deemed to be converted as of the Effective Time and that are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereofinterest. The Company will shall give Parent Purchaser (ai) prompt notice of any written demands (or withdrawals of demands) for appraisal received by the of shares of Company pursuant to the applicable provisions of the DGCL and any other instruments served pursuant to the DGCL and Common Stock received by the Company and (bii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under any such demands. Prior to the DGCL. The Effective Date, the Company will shall not, except with without the prior written consent of ParentPurchaser, make any payment with respect to any such demands for appraisal or offer to settleto, or settle, offer to settle or otherwise negotiate, any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that which are held by stockholders who shall have not voted in favor of consented to the Merger or consented thereto in writing and who shall have properly exercised delivered a written demand for appraisal rights with respect thereto of such shares in accordance with Section 262 of the DGCL (insofar as and shall not have failed to perfect or shall not have effectively withdrawn such Section is applicable to the Merger and provides for demand or otherwise lost their appraisal rights with respect to it), (the "Dissenting Shares") shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail Cash Consideration. Such stockholders shall be entitled to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of have such shares will entitle of Common Stock held by them appraised in accordance with the holder thereof to receive the consideration determined pursuant to provisions of Section 262 of the DGCL; PROVIDED, HOWEVER, except that if such holder fails all Dissenting Shares held by stockholders who shall have failed to perfect or shall have effectively withdraws such holder's withdrawn or otherwise lost their right to appraisal and payment under the DGCL, each of such shares of Common Stock under such Section 262 shall thereupon be deemed to have been convertedconverted into and to have become exchangeable for, at as of the Effective Time, into the right to receive the Merger Considerationreceive, without any interest thereon, the Cash Consideration therefor, upon surrender in accordance with Section 2.08(b) of the Stock Certificate or Stock Certificates in the manner provided in Section 2.8 hereofthat formerly evidenced such shares of Common Stock. (b) The Company will shall give Parent (ai) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions Company, withdrawals of the DGCL demands for appraisal, and any other instruments served pursuant to the DGCL and received by the Company and (bii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal appraisal, or offer to settle, or settle, any such demandsdemand for appraisal rights. ARTICLE III.

Dissenting Shares. Notwithstanding anything in Section 2.07 or any other provision of this Agreement to the contrary, shares of Company Common Stock that are Shares issued and outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have not voted in favor of the Merger or consented thereto in writing is entitled to appraisal and who have has properly exercised appraisal rights with respect thereto for such shares in accordance with Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares; provided, however, that if, after the Effective Time, such holder fails to timely perfect, effectively withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such Shares shall immediately cease to be Dissenting Shares and shall be treated as if they had been Shares converted as of the Effective Time into the right to receive the Merger Consideration as provided in accordance with Section 2.8 hereof2.07(a), unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Insteadwithout interest thereon, ownership upon surrender of such shares will entitle Certificate formerly representing such Share. The Company shall provide Parent prompt written notice of any demands received by the holder thereof Company for appraisal of Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to receive the consideration determined Company prior to the Effective Time pursuant to Section 262 of the DGCL; PROVIDEDDGCL that relate to such demand, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's and Parent shall have the opportunity and right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates participate in the manner provided in Section 2.8 hereof. The Company will give Parent (a) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company will not, except Except with the prior written consent of ParentParent (such consent not to be unreasonably withheld, delayed, or conditioned), the Company shall not make any payment with respect to any such demands for appraisal to, or offer to settle or actually settle, or settle, otherwise negotiate any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares Each share of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders who have Time, the holder of which has not voted in favor of the Merger or consented thereto in writing Agreement and this Agreement of Company Merger and who have has properly exercised perfected his dissenters' rights of appraisal rights with respect thereto in accordance with by satisfying all of the applicable requirements of Section 262 of the DGCL (insofar DGCL, is referred to herein as such Section is applicable to a "Dissenting Share." Dissenting Shares owned by each holder thereof who has not exchanged his Certificates for the Merger and provides for appraisal rights with respect to it)Purchase Price or otherwise has not effectively withdrawn or lost his dissenter's rights, shall not be converted into or represent the right to receive the Purchase Price pursuant to Section 3.1 hereof and shall be entitled only to such rights as are available to such holder pursuant to the applicable provisions of the DGCL. Each holder of Dissenting Shares shall be entitled to receive the value of such Dissenting Shares held by him in accordance with the applicable provisions of the DGCL, provided such holder complies with the procedures contemplated by and set forth in the applicable provisions of the DGCL. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost his dissenter's rights under the applicable provisions of the DGCL, such Dissenting Shares shall be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, Purchase Price at the Effective Time, into Time in accordance with the right to receive the Merger Consideration, without any interest thereon, upon surrender provisions of the Certificate or Certificates in the manner provided in Section 2.8 3.1 hereof. The Company will give Parent (a) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant Sound Federal agrees to the applicable provisions of the DGCL and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will not, except with the prior consent of Parent, make any payment with respect to any such demands for appraisal or offer to settlemake, or settlecause to he made, payment in cash for any such demandsDissenting Shares.

Dissenting Shares. Notwithstanding anything in any provision of ----------------- this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately before prior to the Effective Time and that which are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall have demanded properly exercised in writing an appraisal rights with respect thereto for such Shares in accordance with Section 262 of Delaware Law (collectively, the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), "Dissenting Shares") shall not be ----------------- converted into or represent the right to receive the Merger Consideration as provided Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 2.8 hereof262, unless such holders fail except that all Dissenting Shares held by stockholders who shall have failed to perfect or withdraw who effectively shall have withdrawn or otherwise lose lost their rights to appraisal. Instead, ownership appraisal of such shares will entitle the holder thereof to receive the consideration determined pursuant to Shares under such Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been convertedconverted into and to have become exchangeable for, at as of the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates surrender, in the manner provided in Section 2.8 hereof2.09 of the certificate or certificates that formerly evidenced such Shares. The Company will give Parent and Purchaser (ai) prompt notice of any written demands (or for appraisal, withdrawals of demands) demands for appraisal and any other related instruments received by the Company Company, and (ii), after the acceptance of the Shares by Purchaser pursuant to the applicable provisions of the DGCL and any other instruments served pursuant to the DGCL and received by the Company and (b) Offer, the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLappraisal. The Company will not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal or settle or offer to settle, or settle, settle any such demandsdemand.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, Shares (other than any such shares of Company Common Stock that are issued and to be canceled pursuant to Section 2.6(b)) outstanding immediately before prior to the Effective Time and that are held by stockholders a Stockholder who have has not voted in favor of the Merger or consented thereto in writing and who have has properly exercised demanded appraisal rights with respect thereto for such shares in accordance with Section 262 of the DGCL (insofar as Delaware Law, if such Section is applicable to the Merger and provides for appraisal rights with respect to itfor such shares in the Merger (any of such shares, “Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive a portion of the Net Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if and until such holder fails to perfect or effectively withdraws such holder's or otherwise loses his, her or its right to appraisal and payment under the DGCLDelaware Law or California Law. If, each of such shares shall thereupon be deemed to have been converted, at after the Effective Time, any such Stockholder fails to perfect or withdraws or loses his, her or its right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Net Merger Consideration, if any, to which such Stockholder is entitled, without any interest thereoninterest. Prior to the Effective Time, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent Acquiror (a) reasonably prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company for appraisal or exercise of Shares pursuant to the applicable provisions of the DGCL and any other instruments served pursuant to the DGCL and received by the Company Delaware Law or California Law, respectively, and (b) the opportunity to direct participate in (but not direct) all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Company will Effective Time, the Group Companies shall not, except with the prior written consent of ParentAcquiror (such consent not to be unreasonably withheld, conditioned or delayed), make any payment with respect to any such demands for appraisal to, or settle or offer to settle, or settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and Shares outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have not voted in favor has delivered a written demand for appraisal of the Merger or consented thereto in writing and who have properly exercised appraisal rights with respect thereto such Shares in accordance with Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration Per Share Amount as provided in Section 2.8 2.10 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if and until such holder fails to perfect or effectively withdraws or otherwise loses such holder's ’s right to appraisal and payment under the DGCL, each . Such holder shall be entitled to receive payment of the appraised value of such shares shall thereupon be deemed to have been convertedShares in accordance with the provisions of the DGCL provided that such holder complies with the provisions of Section 262 of the DGCL. If, at after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger ConsiderationPer Share Amount, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent (a) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant for appraisal of Shares, and, prior to the applicable provisions of Effective Time, Parent shall have the DGCL and any other instruments served pursuant right to the DGCL and received by the Company and (b) the opportunity to direct participate in all negotiations and proceedings with respect to such demands for appraisal under and be consulted with respect to the DGCLCompany’s response thereto. The Prior to the Effective Time, the Company will shall not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal to, or settle or offer to settle, or settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately before the Effective Time and that are held by stockholders who have not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof2.1, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will Shares shall entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDEDprovided, HOWEVERhowever, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares Shares shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 2.2 hereof. The Company will shall give Parent (ai) prompt notice of any demands (or withdrawals of demands) for appraisal of any Shares received by the Company pursuant to the applicable provisions of the DGCL and any other instruments served pursuant to the DGCL and received by the Company and (bii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal or offer to settle, or settle, any such demands.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Stock that Shares which are issued and outstanding immediately before prior to the Effective Time and that which are held by stockholders holders who shall have not voted in favor complied with the provisions of Chapter 10, Subchapter H of the Merger or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of TBOC (the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the applicable Per Share Merger Consideration as provided Consideration, and holders of such Dissenting Shares shall be entitled to receive payment of the fair value of such Dissenting Shares in Section 2.8 hereofaccordance with the provisions of Chapter 10, Subchapter H of the TBOC, unless such holders fail and until the applicable holder fails to perfect comply with the provisions of Chapter 10, Subchapter H of the TBOC or withdraw effectively withdraws or otherwise lose their loses such holder’s rights to appraisal. Instead, ownership receive payment of the fair value of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 holder’s Shares under Chapter 10, Subchapter H of the DGCL; PROVIDEDTBOC. If, HOWEVERafter the Effective Time, that if any such holder fails to perfect comply with the provisions of Chapter 10, Subchapter H of the TBOC or effectively withdraws or loses such holder's right to appraisal and payment under the DGCLright, each of such shares Dissenting Shares shall thereupon be deemed to have treated as if they had been converted, converted at the Effective Time, Time into the right to receive the applicable Per Share Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent (a) prompt notice of any written demands (or withdrawals of demands) for appraisal of Shares received by the Company pursuant to the applicable provisions under Chapter 10, Subchapter H of the DGCL TBOC, and any other instruments served pursuant to the DGCL and received by the Company and (b) shall give Parent the opportunity to direct all participate in negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal or offer to settle, settle or settle, settle any such demands.

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, shares of Company ATC Common Stock that are issued and outstanding immediately before prior to the Effective Time and that which are held by ATC stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall be entitled to and shall have demanded properly exercised in writing appraisal rights with respect thereto for such shares of ATC Common Stock in accordance with Section 262 of the DGCL (insofar as DCL and who shall not have withdrawn such Section is applicable to the Merger and provides for demand or otherwise have forfeited appraisal rights with respect to it(collectively, the "Dissenting Shares"), shall not be converted into or represent the right to receive the Merger Consideration as provided payable in Section 2.8 hereofrespect of each share of ATC Common Stock represented thereby. Such ATC stockholders shall be entitled to receive payment of the appraised value of such shares of ATC Common Stock held by them in accordance with the provisions of the DCL; provided, unless such holders fail however, that all Dissenting Shares held by ATC stockholders who shall have failed to perfect or withdraw who effectively shall have withdrawn, forfeited or otherwise lose lost their appraisal rights with respect to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment ATC Common Stock under the DGCL, each of such shares DCL shall thereupon be deemed to have been convertedconverted into and to have become exchangeable for, at as of the Effective Time, into the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender of the Certificate or Certificates surrender, in the manner provided in Section 2.8 hereof. The Company will give Parent (a) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions 3.2, of the DGCL and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings Certificates with respect to demands for appraisal under the DGCL. The Company will not, except with the prior consent of Parent, make any payment with respect to any such demands for appraisal or offer to settle, or settle, any such demandsshares.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are Shares issued and outstanding immediately before prior to the Effective Time and that are held by stockholders any holder who have not voted in favor is entitled to demand and properly demands appraisal of the Merger or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with such Shares pursuant to Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereofConsideration, unless and until such holders fail holder shall have failed to perfect perfect, or withdraw shall have effectively withdrawn or otherwise lose their rights lost, such holder’s right to appraisalappraisal under the DGCL. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Dissenting Shares shall be treated in accordance with Section 262 of the DGCL; PROVIDED, HOWEVER, that if . If any such holder fails to perfect or effectively withdraws or loses any such holder's right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal and payment under the DGCLhas been irrevocably lost, each of such shares shall thereupon be deemed to have been convertedwithdrawn or expired, at the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates Consideration in the manner provided in accordance with Section 2.8 hereof3.1(a). The Company will give Parent (a) shall serve prompt notice to Parent of any demands (or for appraisal of any Shares, attempted withdrawals of demands) for appraisal such notices or demands and any other instruments received by the Company pursuant relating to rights to appraisal, and Parent shall have the applicable provisions of the DGCL right to participate in and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to any such demands for appraisal to, settle or offer to settle, or settle, approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySECTION 2.02, shares of Company Common Stock that are issued and Shares outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have has not voted in favor of the Merger or consented thereto in writing writing, if any such vote or consent is required, and who have properly exercised has demanded appraisal rights with respect thereto for such Shares in accordance with Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into the a right to receive the Merger Consideration, unless such holder fails to perfect or withdraws or otherwise loses his right to appraisal. At the Effective Time, all Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive, subject to and net of any applicable withholding of Taxes, payment of the appraised value of such Dissenting Shares held by them in accordance with the provisions of Section 262 of the DGCL. If, after the Effective Time, such holder fails to perfect or withdraws or loses his right to appraisal, such Shares shall be treated as if they had been converted as of the Effective Time into a right to receive the Merger Consideration payable in respect of such Shares pursuant to SECTION 2.02, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent (a) Buyer prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant for appraisal of Shares, and Buyer shall have the right to the applicable provisions of the DGCL and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company will shall not, except with the prior written consent of ParentBuyer, make any payment with respect to any such demands for appraisal or offer to settle, settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding anything in Section 2.6 or any other provision of this Agreement to the contrary, shares of Company Common Stock that are Shares issued and outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have not voted in favor of the Merger or consented thereto in writing is entitled to demand appraisal and who have has properly exercised and perfected a demand for appraisal rights with respect thereto of such Shares in accordance with Section 262 of the DGCL (insofar and, as of the Effective Time, has neither effectively withdrawn nor lost such Section is applicable holder’s right to appraisal and payment under the Merger and provides for appraisal rights DGCL with respect to it)such Shares (any such Shares, “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares; provided, however, that, if, after the Effective Time, such holder fails to perfect, withdraws, waives or otherwise loses such holder’s right to appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such Shares shall immediately cease to be Dissenting Shares and shall be treated as if they had been Shares converted as of the Effective Time into the right to receive the Merger Consideration as provided in accordance with Section 2.8 hereof2.5(a), unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Insteadwithout interest thereon, ownership upon surrender of such shares will entitle Certificate formerly representing such Shares. The Company shall provide Parent with prompt written notice and copies of any demands received by the holder thereof Company for appraisal of any Shares, any withdrawal of any such demand and any other demand, notice and/or instrument delivered to receive the consideration determined Company prior to the Effective Time pursuant to Section 262 of the DGCL; PROVIDEDDGCL that relates to such demand, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's and Parent shall have the opportunity and right to appraisal direct and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will give Parent (a) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct control all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demands. The Company will not, except Except with the prior written consent of Parent, the Company shall not make any payment with respect to any such demands for appraisal to, or offer to settle, settle or settle, any such demands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, the shares of Company Common any holder of SPC Capital Stock that are issued who has demanded and outstanding immediately before the Effective Time and that are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised perfected appraisal rights with respect thereto for such shares in accordance with Section 262 Delaware Law and who, as of the DGCL (insofar as Effective Time, has not effectively withdrawn or lost such Section is applicable to the Merger and provides for appraisal rights with respect to it), ("Dissenting Shares") shall not be converted into or represent a right to receive Allegro Common Stock pursuant to Section 1.6, but the holder thereof shall only be entitled to such rights as are granted by Delaware Law. (b) Notwithstanding the foregoing, if any holder of shares of SPC Capital Stock who demands appraisal of such shares under Delaware Law shall effectively withdraw the right to appraisal, then, as of the later of the Effective Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger ConsiderationAllegro Common Stock, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereofcertificate representing such shares. The Company will (c) SPC shall give Parent Allegro (ai) prompt notice of any written demands (or for appraisal of any shares of SPC Capital Stock, withdrawals of such demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL , and any other instruments served pursuant to the DGCL Delaware Law and received by the Company SPC which relate to any such demand for appraisal and (bii) the opportunity to direct participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal under the DGCLDelaware Law. The Company will SPC shall not, except with the prior written consent of ParentAllegro or as may be required by applicable law, voluntarily make any payment with respect to any such demands for appraisal of SPC Capital Stock or offer to settle, settle or settle, settle any such demands.. 1.8

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued the Dissenting Shares shall not be converted into or be exchangeable for the right to receive the Per Share Consideration, unless and outstanding immediately before until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Effective Time and that are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised appraisal rights with respect thereto DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL (insofar as DGCL. If any such Section is applicable holder shall have failed to the Merger and provides for appraisal rights with respect perfect or shall have effectively withdrawn or lost such right to it)appraisal, such holder’s Shares shall not thereupon be converted into and become exchangeable only for the right to receive the Merger Consideration receive, as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, later of the Effective Time and the time that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been convertedirrevocably lost, at withdrawn or expired, the Effective Time, into the right to receive the Merger Consideration, Per Share Consideration without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent Purchaser and Merger Sub (a) prompt written notice of any demands (or for appraisal of any Shares, attempted withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL and (b) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will shall not, except with the prior written consent of ParentPurchaser, voluntarily make or agree to make any payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands for appraisal or offer to settle, or settle, approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are Shares issued and outstanding immediately before prior to the Effective Time and that are held by stockholders any holder who have has not voted in favor of the Merger or consented thereto in writing and who have is entitled to demand and properly exercised demands appraisal rights with respect thereto in accordance with of such Shares pursuant to Section 262 1300 of the DGCL CGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereofConsideration, unless and until such holders fail holder shall have failed to perfect perfect, or withdraw shall have effectively withdrawn or otherwise lose their rights lost, such holder's right to appraisalappraisal under the CGCL. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 Dissenting Shares shall be treated in accordance with Chapter 13 of the DGCL; PROVIDED, HOWEVER, that if CGCL. If any such holder fails to perfect or effectively withdraws or loses any such holder's right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal and payment under the DGCLhas been irrevocably lost, each of such shares shall thereupon be deemed to have been convertedwithdrawn or expired, at the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates Consideration in the manner provided in accordance with Section 2.8 hereof3.1(a). The Company will give Parent (a) shall serve prompt notice to Parent of any demands (or for appraisal of any Shares, attempted withdrawals of demands) for appraisal such notices or demands and any other instruments received by the Company pursuant relating to rights to appraisal, and Parent shall have the applicable provisions of the DGCL and any other instruments served pursuant right to the DGCL and received by the Company and (b) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to any such demands for appraisal to, settle or offer to settle, or settle, approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have not voted in favor of the Merger or consented thereto in writing and who have has properly exercised and perfected his or her demand for appraisal rights with respect thereto in accordance with under Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it“Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereofConsideration, unless such but the holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof Dissenting Shares shall be entitled to receive the such consideration as shall be determined pursuant to Section 262 of the DGCL; PROVIDEDprovided, HOWEVERhowever, that if any such holder fails shall have failed to perfect or shall have effectively withdraws such holder's withdrawn or lost his or her right to appraisal and payment under the DGCL, each such holder’s shares of such shares Company Common Stock shall thereupon be deemed to have been converted, at converted as of the Effective Time, Time into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereofand such shares shall not be deemed to be Dissenting Shares. The Company will give shall serve prompt written notice to Parent (a) prompt notice of any demands (or for appraisal, withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL such demands and any other instruments served pursuant to Section 262 of the DGCL and received by the Company in respect of any shares of Company Common Stock, and (b) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for the exercise of appraisal rights under Section 262 of the DGCL. The Prior to the Effective Time, the Company will shall not, except with without the prior written consent of Parent, make any payment with respect to any such demands for appraisal to, settle or offer to settle, settle or settlewaive any failure to timely deliver a written demand with respect to, any such demandsexercise of appraisal rights, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders who have not voted such Shares in favor of the Merger or consented thereto in writing approval and adoption of this Agreement and who shall have properly exercised delivered a written demand for appraisal rights with respect thereto of such shares in accordance with the manner provided in Section 262 of the DGCL Delaware GCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), "Dissenting Shares") shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereofConsideration, unless such but the holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle Shares shall be entitled to payment of the holder thereof to receive appraised value of such Shares in accordance with the consideration determined pursuant to provisions of Section 262 of the DGCLDelaware GCL; PROVIDEDprovided, HOWEVERhowever, that (i) if any holder of Dissenting Shares shall subsequently deliver a written withdrawal of such holder's demand for appraisal of such shares (with the written approval of the Surviving Corporation, if such withdrawal is not tendered within 60 days after the Effective Time), or (ii) if any holder fails to perfect or effectively withdraws loses such holder's appraisal rights as provided in Section 262 of the Delaware GCL, or (iii) if any holder of Dissenting Shares fails to demand payment within the time period provided in Section 262 of the Delaware GCL, such holder shall forfeit the right to appraisal of such shares and payment under the DGCL, each of such shares shall thereupon be deemed to have been convertedconverted into, at as of the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent (a) Acquisition prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions for appraisal of the DGCL Shares, and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will shall not, except with the prior written consent of ParentAcquisition, make any payment with respect to any such demands for appraisal to, or settle or offer to settle, or settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are Shares issued and outstanding immediately before prior to the Effective Time and that are held by stockholders any holder who have has not voted in favor of the Merger or consented thereto in writing and who have is entitled to demand and properly exercised demands appraisal rights with respect thereto in accordance with of such Shares pursuant to Section 262 1300 of the DGCL CGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereofConsideration, unless and until such holders fail holder shall have failed to perfect perfect, or withdraw shall have effectively withdrawn or otherwise lose their rights lost, such holder’s right to appraisalappraisal under the CGCL. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 Dissenting Shares shall be treated in accordance with Chapter 13 of the DGCL; PROVIDED, HOWEVER, that if CGCL. If any such holder fails to perfect or effectively withdraws or loses any such holder's right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal and payment under the DGCLhas been irrevocably lost, each of such shares shall thereupon be deemed to have been convertedwithdrawn or expired, at the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates Consideration in the manner provided in accordance with Section 2.8 hereof3.1(a). The Company will give Parent (a) shall serve prompt notice to Parent of any demands (or for appraisal of any Shares, attempted withdrawals of demands) for appraisal such notices or demands and any other instruments received by the Company pursuant relating to rights to appraisal, and Parent shall have the applicable provisions of the DGCL and any other instruments served pursuant right to the DGCL and received by the Company and (b) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company will shall not, except with without the prior written consent of Parent, make any payment with respect to any such demands for appraisal to, settle or offer to settle, or settle, approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything herein to the contrary in this Agreement to the contraryAgreement, shares of Company LIN Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have has not voted in favor of the Merger or consented thereto and who properly demands in writing and who have properly exercised appraisal rights with respect thereto of such shares of LIN Common Stock in accordance with Section 262 of the DGCL (insofar as Delaware Code and who shall not have withdrawn such Section is applicable to the Merger and provides for demand or otherwise have forfeited appraisal rights with respect to it)rights, shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail therefor ("Dissenting Shares"). Such stockholders shall be entitled to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership receive payment of the appraised value of such shares will entitle of LIN Common Stock held by them in accordance with the holder thereof to receive the consideration determined pursuant to provisions of Section 262 of the DGCL; PROVIDEDDelaware Code, HOWEVER, except that if such holder fails all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively withdraws such holder's right shall have withdrawn or lost their rights to appraisal and payment under the DGCL, each of such shares securities under Section 262 shall thereupon be deemed to have been convertedconverted into, at as of the Effective Time, into the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration, upon surrender of the Certificate or Certificates surrender, in the manner provided in this Article I, of the certificate or certificates that formerly represented such securities. LIN shall take all actions required to be taken by it in accordance with Section 2.8 hereof262(d) of the Delaware Code with respect to the holders of LIN Common Stock. The Company will LIN shall give Parent (a) to Chancellor prompt written notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions it, withdrawals of the DGCL such demands, and any other instruments served pursuant to the DGCL Delaware law and received by it, and Chancellor shall have the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will not, except with the prior consent of Parent, make any payment with respect to any such demands for appraisal or offer to settle, or settle, any such demands.right to

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised exercising appraisal rights with respect thereto in accordance with available under Section 262 of the DGCL Corporation Law (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereofConsideration, unless and until such holders fail shall have failed to perfect or withdraw shall have effectively withdrawn or otherwise lose lost their rights to appraisalappraisal under the Corporation Law. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Dissenting Shares shall be treated in accordance with Section 262 of the DGCL; PROVIDED, HOWEVER, that if Corporation Law. If any such holder fails shall have failed to perfect or shall have effectively withdraws waived, withdrawn or lost such right to appraisal, such holder's right to appraisal and payment under the DGCL, each of such shares ’s Shares shall thereupon be deemed to have been converted, at the Effective Time, converted into the right to receive receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, waived, withdrawn or expired, the Merger Consideration, Consideration without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent and Purchaser (a) prompt notice of any written demands (or for appraisal of any Shares, attempted withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL such demands and any other instruments served pursuant to the DGCL Corporation Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Corporation Law, and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLCorporation Law. The Company will shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal or appraisals of capital stock of the Company, offer to settle, settle or settle, settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to ----------------- the contrary, shares of Company Common Stock Shares and Preferred Shares that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders who (i) have not voted such Shares in favor of the Merger or consented thereto and (ii) have delivered timely a written demand for appraisal of such Shares in writing and who have properly exercised appraisal rights with respect thereto the manner provided in accordance with Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), Delaware Law shall not be cancelled and converted into the right to receive the Merger Consideration as provided described in Section 2.8 hereof2.5(a) or 2.5(b), unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if and until such holder fails shall have failed to perfect perfect, or effectively withdraws shall have withdrawn or lost, such holder's right to appraisal and payment under the DGCLDelaware Law. If such holder shall have so failed to perfect, each of or effectively shall have withdrawn or lost such shares right, such holder's Shares or Preferred Shares shall thereupon be deemed to have been convertedcancelled and converted as described in Sections 2.5(a) and 2.5(b), at the Effective Time, into and each Share and Preferred Share shall represent solely the right to receive the appropriate Merger Consideration. From and after the Effective Time, without any interest thereon, upon surrender of the Certificate or Certificates in the manner no stockholder who has demanded appraisal rights as provided in Section 2.8 hereof262(d) of the Delaware Law shall be entitled to vote his or her Shares for any purpose or to receive payment of dividends or other distributions with respect to his or her Shares or Preferred Shares (except dividends and other distributions payable to stockholders of record at a date which is prior to the Effective Time). The Company will give Parent (a) Purchaser prompt notice of any all written demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will not, except with the prior consent of Parent, make any payment with respect to any such demands for appraisal Shares or offer to settle, or settle, any such demandsPreferred Shares.

Dissenting Shares. Notwithstanding anything in For purposes of this Agreement to the contraryAgreement, “Dissenting Shares” mean any shares of Company Common Capital Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders a person who have has not voted such shares in favor of the Merger or consented thereto in writing adoption of this Agreement and who have the Merger, has properly exercised demanded appraisal rights with respect thereto for such shares in accordance with Section 262 of the DGCL (insofar as Delaware Law and has not effectively withdrawn or forfeited such Section is applicable demand for appraisal. Notwithstanding anything to the Merger and provides for appraisal rights with respect to it)contrary contained herein, shall Dissenting Shares will not be converted into a right to receive the Merger Consideration unless such holder fails to perfect or withdraws or otherwise loses its rights to appraisal or it is determined that such holder does not have appraisal rights in accordance with Delaware Law. If after the Effective Time, such holder fails to perfect or withdraws or loses its right to appraisal, or if it is determined that such holder does not have appraisal rights, such shares will be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration as provided merger consideration set forth in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal1.6(a) hereof (if any). Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will give Parent (a) prompt notice of any demands (or received by Company for appraisal of shares of Company Capital Stock, withdrawals of such demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL , and any other instruments served pursuant that relate to the DGCL and such demands received by the Company. Parent and Company and (b) the opportunity to direct shall jointly participate in all negotiations and proceedings with respect to such demands for appraisal under the DGCLexcept as limited by applicable Legal Requirements. The Neither Parent nor Company will notwill, except with the prior written consent of Parentthe other, make any payment with respect to any such demands for appraisal to, or settle or offer to settle, or settle, any such demands, unless and to the extent required to do so under applicable Legal Requirements.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders a shareholder who have not voted in favor of the Merger or consented thereto in writing and who have has properly exercised such shareholder's appraisal rights with respect thereto in accordance with Section 262 of available under the DGCL TBCA (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), "Dissenting Shares") shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into exchangeable for the right to receive the Merger Consideration, without any interest thereonunless and until such shareholder shall have failed to perfect, upon surrender of or shall have effectively withdrawn or lost such shareholder's right to appraisal under the Certificate or Certificates TBCA. Dissenting Shares shall be treated in the manner provided in Section 2.8 hereof. The Company will give Parent (a) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to accordance with the applicable provisions of the DGCL TBCA. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such shareholder's shares of Company Common Stock shall thereupon be converted into and become exchangeable only for the right to receive, as of the Effective Time, the Merger Consideration for each share of Company Common Stock formerly represented by the Certificates held by such shareholder without any interest thereon. The Company shall give Parent prompt notice of any notices or demands for appraisal of any shares of Company Common Stock, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL TBCA and received by the Company relating to rights to be paid the "fair value" of Dissenting Shares, as provided in the TBCA, and (b) Parent and Merger Sub shall have the opportunity right to direct all negotiations and proceedings with respect to any such demands for appraisal under the DGCLor notices. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to any such notices or demands for appraisal or appraisals, offer to settle, settle or settle, settle any demands or approve any withdrawal of any such notices or demands.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders holders of such Company Shares who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised exercise appraisal rights with respect thereto in accordance with applicable provisions of the DGCL, including, without limitation, Section 262 of thereof (the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), shall "DISSENTING SHARES") will not be converted into exchangeable for the right to receive the Merger Consideration as provided Consideration, and holders of such Dissenting Shares will be entitled to receive payment of the appraised value of such Dissenting Shares in Section 2.8 hereof, accordance with those provisions unless and until such holders fail to perfect or effectively withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of appraisal and payment under the DGCL; PROVIDED. If, HOWEVERafter the Effective Time, that if any such holder fails to perfect or effectively withdraws or loses such holder's right rights to appraisal and payment under the DGCL, each of such shares shall Dissenting Shares will thereupon be deemed treated as if they had been converted into and to have been convertedbecome exchangeable for, at the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent (a) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions for appraisals of the DGCL and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLShares. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal or offer to settle, settle or settle, settle any such demands. Notwithstanding any provision of this Agreement to the contrary, if Parent or the Company abandons or is finally enjoined or prevented from carrying out, or the stockholders rescind their approval of the Merger and adoption of, this Agreement, the right of each holder of Dissenting Shares to receive payment of the appraised value of Company Shares as provided herein shall terminate, effective as of the time of such abandonment, injunction, prevention or rescission.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares holders of Company Common Stock that are issued and outstanding immediately before the Effective Time and that are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and Shares who have properly exercised exercised, perfected and not subsequently withdrawn or lost their appraisal rights with respect thereto in accordance with Section 262 17-6712 of the DGCL KGCC (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be have any of such Shares converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into become exchangeable for the right to receive the Merger Consideration, and holders of such Shares shall be entitled only to such rights as are granted by such Section 17-6712, including the right to receive payment of the appraised value of such Shares in accordance with the provisions of such Section 17-6712 unless and until such holders fail to perfect or shall have effectively withdrawn or lost their rights to appraisal and payment under the KGCC. If, after the Effective Time, any such holder fails to perfect or shall have effectively withdrawn or lost such right, each of such holder’s Shares shall thereupon be treated as if it had been converted into and to have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration without any interest thereon, upon surrender of the Certificate or Certificates in the manner as provided in Section 2.8 1.7(c) hereof. The Company will shall give Parent (ai) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions for appraisal of the DGCL Dissenting Shares, withdrawals of such demands and any other instruments served pursuant to the DGCL and KGCC relating to rights of appraisal which are received by the Company Company, and (bii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLKGCC. The Company will shall not, except with the prior written consent of ParentParent or as otherwise required by applicable Law, make any payment with respect to any such demands for appraisal or offer to settle, settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that Shares which are issued and outstanding immediately before prior to the Effective Time and that which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised exercising appraisal rights with respect thereto in accordance with available under Section 262 of the DGCL Corporation Law (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Corporation Law. Dissenting Shares shall be treated in accordance with Section 262 of the Corporation Law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the Effective Time, the Merger Consideration without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent and Merger Sub (a) prompt notice of any written demands (or for appraisal of any Shares, attempted withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL such demands and any other instruments served pursuant to the DGCL Corporation Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Corporation Law and (b) the opportunity to participate in, and after the Closing, direct all negotiations and proceedings with respect to demands for appraisal under the DGCLCorporation Law. The Company will shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands for appraisal or offer to settle, or settle, approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in any other provisions of this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that which are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall have demanded properly exercised in writing appraisal rights with respect thereto for such shares in accordance with Section 262 of the DGCL (insofar as such Section is applicable to collectively, the Merger and provides for appraisal rights with respect to it), "Dissenting Shares") shall not be converted into or represent the right to receive the Merger Consideration as provided Consideration. Such stockholders shall be entitled to receive payment in cash of the appraised value of such shares of Company Common Stock held by them in accordance with the provisions of such Section 2.8 hereof262, unless such holders fail except that all Dissenting Shares held by stockholders who shall have failed to perfect or withdraw who effectively shall have withdrawn or otherwise lose lost their rights to appraisal. Instead, ownership appraisal of such shares will entitle the holder thereof to receive the consideration determined pursuant to of Company Common Stock under such Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been convertedconverted into and to have become exchangeable, at as of the Effective Time, into for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender of the Certificate or Certificates surrender, in the manner provided in Section 2.8 hereof3.03(b), of their Certificate or Certificates. The Company will shall give Parent (ai) prompt notice of any demands (or withdrawals of demands) written demand for appraisal received by the Company pursuant to the applicable provisions of the DGCL and any other instruments served pursuant to the DGCL and received by the Company and (bii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company will shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal or offer to settle, settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised demanding appraisal rights with respect thereto in accordance with available under Section 262 of the DGCL Corporation Law (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into exchangeable for the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be determined to be due to the holders of such Dissenting Shares pursuant to Section 262 of the Corporation Law, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Corporation Law. Dissenting Shares shall be treated in accordance with Section 262 of the Corporation Law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be deemed to have converted into, as of the Effective Time, and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent and Merger Sub (a) prompt notice of any written demands (or for appraisal of any Shares, withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL such demands and any other instruments served pursuant to the DGCL Corporation Law and received by the Company relating to rights provided in Section 262 of the Corporation Law and (b) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLCorporation Law. The Company will shall not, except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect to any demands for appraisals of capital stock of the Company, offer to settle or settle any such demands for appraisal or offer to settle, or settle, approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Shares (other than Cancelled Shares and Subsidiary Shares) that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised exercising appraisal rights with respect thereto in accordance with available under Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided or the consideration set forth in Section 2.8 hereof2.1(b), as applicable, unless and until such holders fail holder shall have failed to perfect or withdraw shall have effectively withdrawn or otherwise lose their lost such holder’s rights to appraisalappraisal under the DGCL. Instead, ownership Holders of such shares will entitle Dissenting Shares shall be entitled to payment of the holder thereof appraised value of the Dissenting Shares held by them to receive the consideration determined pursuant to extent permitted by and in accordance with Section 262 of the DGCL; PROVIDED, HOWEVER, that if . If any such holder fails shall have failed to perfect or shall have effectively withdraws withdrawn or lost such right to appraisal, then the right of such holder to be paid the fair value of such holder's right to appraisal ’s Dissenting Shares shall cease and payment under the DGCL, each of such shares holder’s Shares shall thereupon be deemed to have been converted, at as of the Effective Time, into the right to receive the Merger ConsiderationConsideration or the consideration set forth in Section 2.1(b), as applicable, without interest and less any interest thereon, upon surrender of the Certificate or Certificates in the manner required Tax withholding as provided in Section 2.8 hereof2.3. The Company will shall give Parent Xxxxxx and Merger Sub (ai) prompt written notice of any demands (or for appraisal of any Shares, attempted withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (bii) the opportunity to direct all participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will shall not, except with the prior written consent of Parent, which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any such demands for appraisal or appraisals of capital stock of the Company, offer to settle, settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have has not voted in favor of the Merger or consented thereto in writing and who have has properly exercised demanded appraisal rights with respect thereto for such Company Common Stock in accordance with the requirements of Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the relevant Merger Consideration and the holders thereof shall be entitled to only such rights as provided in Section 2.8 hereofare granted by the DGCL, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect perfect, withdraws or effectively withdraws such holder's otherwise loses the right to appraisal and payment under the DGCLappraisal, each of in which case such shares of Company Common Stock shall thereupon be deemed to have treated as if they had been converted, at converted as of the Effective Time, Time into the right to receive the relevant Merger Consideration, as set forth in Section 3.1, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent (a) Acquiror prompt notice of any demands (or received by Company for appraisal of shares of Company Common Stock, withdrawals of such demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL , and any other instruments or documents served pursuant to the DGCL and received by the Company, and Company and (b) shall give Acquiror the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company will not, except Except with the prior written consent of ParentAcquiror, Company shall not make any payment with respect to any such demands for appraisal to, or offer to settle, settle or settle, any such demands. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares under the provisions of Section 262 of the DGCL, will receive payment thereof from the Surviving Corporation and as of the Effective Time such shares of Company Common Stock will no longer be outstanding and will automatically be canceled and retired and will cease to exist.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately before the Effective Time and that are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), Dissenting Shares shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such and holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof Dissenting Shares shall be entitled to receive payment of the consideration determined pursuant to appraised value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; PROVIDED, HOWEVER, that if unless and until such holder Person fails to perfect comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such holder's right Person’s rights to appraisal and receive payment under Section 262 of the DGCL. If any such Person fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such right, each of such shares Dissenting Shares shall thereupon be deemed to have treated as if they had been converted, converted at the Effective Time, Time into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall (i) give Parent (a) prompt notice of any written demands (or for appraisal of Shares, withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL such demands and any other instruments served pursuant to the DGCL and received by the Company with respect to the Dissenting Shares promptly after receipt by the Company and (bii) give Parent the opportunity to participate in and direct all negotiations and proceedings with respect to such demands for appraisal under pursuant to the DGCLDGCL in respect of such Dissenting Shares. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal or offer to settle, settle or settle, settle any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarycontrary herein, shares of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have not voted in favor of the Merger or consented thereto in writing is entitled to, and who have has properly exercised and perfected his, her or its demand for, appraisal rights with respect thereto in accordance with under Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereofConsideration, unless such but the holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof Dissenting Shares shall be entitled to receive the such consideration as shall be determined pursuant to Section 262 of the DGCL; PROVIDEDprovided, HOWEVERhowever, that if any such holder fails shall have failed to perfect or shall have effectively withdraws such holder's withdrawn or lost his or her right to appraisal and payment under Section 262 of the DGCLDGCL (whether occurring before, each at or after the Effective Time), such holder’s shares of such shares Company Common Stock shall thereupon be deemed to have been converted, at converted as of the Effective Time, Time into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereofand such shares shall not be deemed to be Dissenting Shares. The Company will shall give Parent (a) prompt notice of any written demands (or withdrawals of demands) for appraisal filed pursuant to Section 262 of the DGCL received by the Company pursuant to the applicable provisions Company, written withdrawals of the DGCL such demands and any other instruments served or delivered in connection with such demands pursuant to the DGCL and received by the Company and (b) the opportunity and right to direct participate in all material negotiations and proceedings with Third Parties with respect to demands for appraisal under made pursuant to Section 262 of the DGCL. The Company will shall not, except with the prior written consent of Parent, (i) make any payment with respect to any such demands demand, (ii) offer to settle or settle any such demand or (iii) waive any failure to timely deliver a written demand for appraisal or offer timely take any other action to settle, or settle, any such demandsperfect appraisal rights in accordance with the DGCL.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately before the Effective Time and that any Shares which are held by stockholders a shareholder who have did not voted vote in favor of the Merger (or consented consent thereto in writing writing) and who have is entitled to demand and properly exercised demands appraisal rights with respect thereto of such Shares (the “Dissenting Shares”) pursuant to, and who complies in accordance with all respects with, the provisions of Section 262 351.455 of the DGCL MGBCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it“Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive the applicable Merger Consideration Consideration, but instead such holder shall be entitled only to such rights as provided in are accorded under Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 351.455 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal MGBCL (and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, 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 rights set forth in Section 351.455 of the MGBCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the MGBCL. 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 treated as if they had been converted into the right to receive receive, as of the Effective Time, the applicable Merger ConsiderationConsideration for each such Share, in accordance with Section 3.1, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereofinterest. The Company will shall give Parent (a) prompt notice of any demands (or withdrawals of demands) demand for appraisal or attempted withdrawal of such demand that is received by the Company pursuant relating to Company shareholders’ rights of appraisal. Parent shall have the applicable provisions of the DGCL and any other instruments served pursuant right to the DGCL and received by the Company and (b) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal by Company shareholders under the DGCLMGBCL. The Except to the extent required by applicable Law, the Company will not, except with the prior consent of Parent, shall not voluntarily offer to make or make any payment with respect to any such demands demand for appraisal without the prior written consent of Parent, not to be unreasonably withheld, delayed or offer to settle, or settle, any such demandsconditioned.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have not voted in favor of the Merger or consented thereto in writing was entitled to and who have properly exercised has validly demanded appraisal rights with respect thereto in accordance with Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), "Dissenting Shares") shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless and until such holders fail holder shall have failed to perfect or withdraw shall have effectively withdrawn or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws lost such holder's right to appraisal and payment rights under the DGCL, but instead shall be converted into the right to receive such consideration determined to be due to such holder from the Surviving Corporation with respect to such Dissenting Shares in accordance with the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such appraisal rights pursuant to the DGCL, each Dissenting Share of such shares holder shall thereupon be deemed to have treated as a share of Company Common Stock that had been converted, at converted as of the Effective Time, Time into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates Consideration in the manner provided in accordance with Section 2.8 hereof2.1(c). The Company will shall give Parent (a) prompt notice to Parent of any demands (or demands, attempted withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL such demands and any other instruments served pursuant to the DGCL and received by the Company for appraisal of shares of Company Common Stock, and (b) Parent shall have the opportunity right to direct participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Other than pursuant to an Order (as hereinafter defined), the DGCL. The Company will shall not, except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to any such demands for appraisal or to, settle, offer to settle, settle or settleapprove any withdrawal of, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrarySection 2.1, any shares of Company Common Stock or, in the event appraisal rights are available under the DGCL, Series B Preferred Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders any holder who have has not voted in favor of the Merger or consented thereto in writing and who have has properly exercised demanded appraisal rights with respect thereto for such shares pursuant to, and has complied in accordance with all respects with, the provisions of Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereofConsideration, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right or otherwise loses its rights to appraisal and payment under or it is determined that such holder does not have appraisal rights in accordance with the DGCL. If, each of such shares shall thereupon be deemed to have been converted, at after the Effective Time, such holder fails to perfect or withdraws or loses its right to appraisal, or if it is determined that such holder does not have appraisal rights, such shares (and, in the case of Company Common Stock, associated Company Rights) shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration, Consideration without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent (a) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant for appraisal of shares, and Parent shall have the right to the applicable provisions of the DGCL and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct participate in all negotiations and proceedings with respect to such demands for appraisal under the DGCLexcept as required by applicable Law. The Company will shall not, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal to, or settle or offer to settle, or settle, any such demands, unless and to the extent required to do so under applicable Law.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and Shares outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have not voted is entitled to demand and has properly demanded statutory appraisal for such Shares in favor of the Merger or consented thereto in writing accordance with, and who have properly exercised appraisal rights with respect thereto complies in accordance with all respects with, Section 262 of the DGCL (insofar as such Section is applicable to shares, the Merger and provides for appraisal rights with respect to it), shall “Dissenting Shares”) will not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereofConsideration. At the Effective Time, unless such all Dissenting Shares will be cancelled and cease to exist, and the holders fail of Dissenting Shares will only be entitled to perfect or withdraw or otherwise lose their the rights granted to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of them under the DGCL; PROVIDED, HOWEVER, that if . If any such holder fails to perfect or effectively otherwise waives, withdraws such holder's or loses his right to appraisal and payment under Section 262 of the DGCLDGCL or other applicable Law, each then the right of such shares shall thereupon holder to be paid the fair value of such Dissenting Shares will cease and such Dissenting Shares will be deemed to have been converted, at as of the Effective Time, into and be exchangeable solely for the right to receive the Merger Consideration, without interest and subject to any interest thereon, upon surrender withholding of the Certificate or Certificates in the manner Taxes required by applicable Law as provided in Section 2.8 hereof2.4.3 or Section 2.6. The Company will give Parent (a) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions for appraisal of the DGCL Shares and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of Dissenting Shares, and (b) Parent will have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. The Effective Time, the Company will not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal or offer to settleto, or settlesettle or compromise, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have has not voted in favor of the Merger or consented thereto in writing and who have has properly exercised demanded appraisal rights with respect thereto for such Company Common Stock in accordance with the requirements of Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), "Dissenting Shares") shall not be converted into the right to receive the relevant Merger Consideration and the holders thereof shall be entitled to only such rights as provided in Section 2.8 hereofare granted by the DGCL, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect perfect, withdraws or effectively withdraws such holder's otherwise loses the right to appraisal and payment under the DGCLappraisal, each of in which case such shares of Company Common Stock shall thereupon be deemed to have treated as if they had been converted, at converted as of the Effective Time, Time into the right to receive the relevant Merger Consideration, as set forth in Section 3.1, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent (a) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions for appraisal of the DGCL shares of Company Common Stock and withdrawals of such demands, any other instruments or documents served pursuant to the DGCL and received by the Company with respect to such demands, and (b) the Company shall give Parent the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company will not, except Except with the prior written consent of Parent, the Company shall not make any payment with respect to any such demands for appraisal to, or offer to settle, settle or settle, any such demands. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares under the provisions of Section 262 of the DGCL will receive payment thereof from the Surviving Corporation and as of the Effective Time such shares of Company Common Stock will no longer be outstanding and will automatically be canceled and retired and will cease to exist.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that Shares (other than any Shares to be cancelled pursuant to Sections 2.7(b) and 2.7(c) or which are issued and Rollover Securities) outstanding immediately before prior to the Effective Time and that are held by stockholders a holder who have has not voted in favor of the Merger or consented thereto in writing and who have is entitled to and has properly exercised demanded appraisal rights with respect thereto for such Shares in accordance with Section 262 of the DGCL (insofar as DGCL, if such Section is applicable to the Merger and provides for appraisal rights with respect to itfor such Shares in the Merger (“Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive a portion of the Net Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if and until such holder fails to perfect or effectively withdraws such holder's or otherwise loses his right to appraisal and payment under the DGCL. If, each of such shares shall thereupon be deemed to have been converted, at after the Effective Time, any such holder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Net Merger Consideration, if any, to which such holder is entitled, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereofinterest. The Company will shall give Parent the Acquiror (ai) reasonably prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions for appraisal of the DGCL and any other instruments served Shares pursuant to the DGCL and received by the Company and (bii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company will shall not, except with the prior written consent of Parentthe Acquiror (which consent shall not be unreasonably withheld), make any payment with respect to any such demands for appraisal to, or settle or offer to settle, or settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that Shares which are issued and outstanding immediately before prior to the Effective Time and that which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised exercise appraisal rights with respect thereto in accordance with available under Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), "Dissenting Shares") shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder's Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the Effective Time, the Merger Consideration without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent and Purchaser (a) prompt notice of any written demands (or for appraisal of any Shares, attempted withdrawals of such demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL , and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the "fair value" of Dissenting Shares, as provided in Section 262 of the DGCL and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal or appraisals of capital stock of the Company, offer to settle, settle or settle, settle any demands or approve any withdrawal of any such demands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders who have not voted in favor of the Merger or consented thereto in writing demanded and who have properly exercised perfected appraisal rights with respect thereto for such Shares in accordance with Section 262 of the DGCL (insofar as such Section is applicable to collectively, the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration as provided applicable Parent Common Shares and cash. Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Common Stock held by them in Section 2.8 hereofaccordance with the DGCL, unless and until such holders stockholders fail to perfect or effectively withdraw or otherwise lose their appraisal rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of under the DGCL; PROVIDED, HOWEVER, that if such holder fails . All Shares held by stockholders who shall have failed to perfect or who shall have effectively withdraws such holder's withdrawn or lost their right to appraisal and payment of such Shares under the DGCL, each of such shares DGCL shall thereupon be deemed to have been convertedconverted into and to have become exchangeable for, at as of the Effective Time, into the right to receive the Merger Considerationamount of cash, without any interest thereon, and number of Parent Common Shares (and dividends or other distributions pursuant to Section 2.02(c), if any) to which such holder is entitled pursuant to Section 2.01 and cash in lieu of fractional shares, without any interest thereon, to which such holder is entitled pursuant to Section 2.02(e), upon surrender of the Certificate or Certificates surrender, in the manner provided in Section 2.8 hereof. The Company will give Parent (a) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions 2.02, of the DGCL and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will not, except with the prior consent of Parent, make any payment with respect to any such demands for appraisal or offer to settle, or settle, any such demandscorresponding Certificate.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, if required by the DGCL (but only to the extent required thereby), shares of Company Common Stock that or Class A Common Stock which are issued and outstanding immediately before prior to the Effective Time and that which are held by stockholders who have not voted in favor holders of the Merger such shares of Common Stock or consented thereto in writing and Class A Common Stock who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), shall “Dissenting Shares”) will not be converted into exchangeable for the right to receive the Merger Consideration as provided Consideration, and holders of such shares of Common Stock will be entitled to receive payment of the appraised value of such shares of Common Stock or Class A Common Stock in accordance with the provisions of such Section 2.8 hereof, 262 unless and until such holders fail to perfect or effectively withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of appraisal and payment under the DGCL; PROVIDED. If, HOWEVERafter the Effective Time, that if any such holder fails to perfect or effectively withdraws or loses such holder's right to appraisal and payment under the DGCLright, each of such shares shall of Common Stock or Class A Common Stock will thereupon be deemed to treated as if they had been converted into and have been convertedbecome exchangeable for, at the Effective Time, into the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will give Parent (a) prompt notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant for appraisals of shares of Common Stock or Class A Common Stock, and Parent shall have the right to the applicable provisions of the DGCL and any other instruments served pursuant to the DGCL and received by the Company and (b) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under any such demands. Neither the DGCL. The Company will notnor the Surviving Corporation shall, except with the prior written consent of Parent, make any payment with respect to any such demands for appraisal or offer to settle, settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding anything in any other provisions of this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately before prior to the Effective Time and that which are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall have demanded properly exercised in writing appraisal rights with respect thereto for such shares in accordance with Section 262 of the DGCL (insofar as such Section is applicable to collectively, the Merger and provides for appraisal rights with respect to it), "Dissenting Shares") shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail Consideration. Such stockholders instead shall be entitled to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership receive payment of the appraised value of such shares will entitle held by them in accordance with the holder thereof to receive the consideration determined pursuant to provisions of Section 262 of the DGCL; PROVIDED, HOWEVER, except that if such holder fails all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively withdraws such holder's right shall have withdrawn or lost their rights to appraisal and payment under the DGCL, each of such shares Shares under Section 262 of the DGCL shall thereupon be deemed to have been convertedconverted into and to have become exchangeable, at the Effective Time, into for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof4.1, of the Company Certificate or Certificates that, at the Effective Time, evidenced such Shares. All payments with respect to Dissenting Shares shall be paid by the Surviving Corporation with funds of the Company and not with funds provided by any of the Acquiror Companies. The Company will shall give Parent Acquiror (ai) prompt notice of any written demands (or for appraisal of any Shares, any withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL such demands and any other instruments served pursuant to the DGCL and received by the Company in connection therewith and (bii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will shall not, except with the prior written consent of ParentAcquiror, voluntarily make any payment with respect to any such demands for appraisal of Common Stock or offer to settle, settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by stockholders a shareholder who have not voted is entitled to demand, and who properly demands, the fair market value of such shares pursuant to, and who complies in favor all respects with, Chapter 13 of the Merger or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL CGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), a “Dissenting Shareholder”) shall not be converted into the right to receive the Merger Consideration Consideration. For purposes of this Agreement, “Dissenting Shares” means any shares of Company Common Stock as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder which a Dissenting Shareholder thereof to receive the consideration determined has properly exercised a demand for fair market value pursuant to Section 262 Chapter 13 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at CGCL. At the Effective Time, into the all Dissenting Shares shall be cancelled and retired and shall cease to exist. No Dissenting Shareholder shall be entitled to any Merger Consideration in respect of any Dissenting Shares unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to demand fair market value of its Dissenting Shares under the CGCL, and any Dissenting Shareholder shall be entitled to receive only the payment provided by Chapter 13 of the CGCL with respect to the Dissenting Shares owned by such Dissenting Shareholder and not any Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent (a) prompt notice of any written demands (or for fair market value, attempted withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL such demands and any other instruments served pursuant to the DGCL and applicable Law received by the Company relating to shareholders’ demands for fair market value and (b) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal fair market value under the DGCLCGCL. The Company will shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for fair market value of Dissenting Shares, offer to settle or settle any such demands for appraisal or offer to settle, or settle, approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding anything in any provision of this Agreement to the contrary, including Section 3.01, shares of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time (other than shares cancelled in accordance with Section 3.01(a)) and that are held by stockholders a holder who have has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who have has properly exercised appraisal rights with respect thereto of such shares in accordance with Section 262 of the DGCL (insofar such shares of Company Stock being referred to collectively as the “Dissenting Shares” until such time as such Section is applicable holder fails to the Merger and provides for perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to it), such shares) shall not be converted into a right to receive the Merger Consideration, but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration as provided in accordance with Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration3.01(b), without any interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Book-Entry Share, as the Certificate or Certificates in the manner provided in Section 2.8 hereofcase may be. The Company will give shall provide Parent (a) prompt written notice of any demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions for appraisal of the DGCL shares of Company Stock, any withdrawal of any such demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and received by the Company and (b) Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company will not, except Except with the prior written consent of Parent, the Company shall not make any payment with respect to any such demands for appraisal to, or settle or offer to settle, or settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately before prior to the Effective Time and that which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who have properly exercised exercising appraisal rights with respect thereto in accordance with available under Section 262 of the DGCL (insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder's right to appraisal and payment under the DGCL, each of such shares shall thereupon be deemed to have been converted, at the Effective Time, into exchangeable for the right to receive the Merger Consideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. Holders of Dissenting Shares shall be entitled to payment of the appraised value of the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration without any interest thereon, upon surrender of the Certificate or Certificates in the manner provided in Section 2.8 hereof. The Company will shall give Parent and Merger Sub (ai) prompt written notice of any demands (or for appraisal of any Shares, attempted withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of the DGCL such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, and (bii) the opportunity to direct all participate in negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company will shall not, except with the prior written consent of ParentParent which will not be unreasonably withheld or delayed, voluntarily make or agree to make any material payment with respect to any such demands for appraisal or appraisals of capital stock of the Company, offer to settle, settle or settle, settle any such demands.