Common use of Shares of Dissenting Stockholders Clause in Contracts

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to has neither voted in favor of the Merger nor consented in writing thereto and otherwise complies with all the applicable provisions of Delaware applicable state law concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), ) but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delawareapplicable laws. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of to appraisal, in any case pursuant to the DGCLapplicable state law, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) if and after Sub shall have accepted for payment Shares pursuant to and subject to the Offer Conditions, the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law GBCC concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of DelawareGBCC. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCLGBCC, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to has neither voted in favor of the Merger nor consented in writing thereto and otherwise complies with all the applicable provisions of Delaware law the MBCL concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), 3.1(c) but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State Commonwealth of DelawareMassachusetts. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCLMBCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) if and after Sub shall have accepted for payment Shares pursuant to and subject to the conditions of the Offer (including the Minimum Condition), the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person Person who has filed with the Company a written objection to the Merger, has not voted in favor of or consented to the approval of the Merger (a "“Dissenting Stockholder"”) who objects to and has properly exercised and perfected appraisal rights under Title 3, Subtitle 2, of the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares MGCL ("“Dissenting Shares"”) shall not be converted into the right to receive the Per Share Merger Consideration as described in Section 3.01(c3.1(c), but shall be converted into the right to receive such consideration from the Surviving Entity as may be determined to be due to such Dissenting Stockholder pursuant to the laws procedures set forth in Title 3, Subtitle 2, of the State of DelawareMGCL. If, after the Effective Time, If such Dissenting Stockholder withdraws his its demand for appraisal or fails to perfect or otherwise loses his its right of appraisalappraisal and payment, in any case pursuant to the DGCLMGCL, his Shares and/or Class B such holder’s Shares shall be deemed to be converted as of the Effective Time into the right to receive the Per Share Merger ConsiderationConsideration for each such Share, without interest, and such Shares shall no longer be Dissenting Shares. The Company shall give Parent (i) prompt notice of any demands received by the Company for appraisal of Shares any Shares, withdrawals or Class B Shares such demands and any other instruments served pursuant to Title 3, Subtitle 2, of the MGCL and received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without demands for appraisals under the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demandsMGCL.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares shares of Company Common Stock held by a person (a "“Dissenting Stockholder"”) who objects to has not voted in favor of, or consented to, the Merger adoption of this Agreement and complies has complied with all the provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares shares of Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares shares ("the “Appraisal Provisions”) of Company Common Stock (“Dissenting Shares") ”), to the extent the Appraisal Provisions are applicable, shall not be converted as described in Section 3.01(c)into the right to receive the Merger Consideration, but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws procedures set forth in Section 262 of the State of DelawareDGCL. If, after the Effective Time, If such Dissenting Stockholder effectively withdraws his its demand for appraisal or fails to perfect or otherwise loses his its right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares each of such Dissenting Stockholder’s shares of Company Common Stock shall thereupon be deemed to be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares shares of Company Common Stock received by the Company Company, withdrawals of such demands and (ii) any other instruments served pursuant to Section 262 of the DGCL and shall give Parent the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsthereto. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares shares of Company Common Stock held by a person (a "Dissenting Stockholder") who objects duly demands appraisal of his shares of Company Common Stock pursuant to the Merger DGCL and complies with all the provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require demand appraisal of their Shares and/or Class B Shares shares in connection with the Merger ("Dissenting Shares") shall not be converted as described in Section 3.01(c), 2.01(c) but shall be converted into become the right to receive such cash consideration as may be determined to be due to such Dissenting Stockholder pursuant to as provided in the laws of the State of DelawareDGCL. If, after the Effective Timehowever, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger ConsiderationConsideration without interest. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any each Share issued and outstanding Shares or Class B Shares immediately prior to the Effective Time and held by a person (a "Dissenting Stockholder") who objects to has neither voted in favor of the Merger nor consented in writing thereto and who otherwise complies with all the applicable provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), 3.1(c) hereof but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent Purchaser (i) prompt i)__prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) the ii)__the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of ParentPurchaser, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of DelawareDelaware law. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of to appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to has neither voted in favor of the Merger nor consented in writing thereto and otherwise complies with all the applicable provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), ) but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) if and after Sub shall have accepted for payment Shares pursuant to and subject to the conditions of the Offer (including the Minimum Condition) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares shares of Common Stock held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") Stockholder shall not be converted as described in Section 3.01(c)) but, but as of the Effective Time of the Merger, shall no longer be converted into outstanding and shall automatically be canceled and retired and shall cease to exist and shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If; provided, however, that the shares of Common Stock outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Stockholder who shall, after the Effective TimeTime of the Merger, such Dissenting Stockholder withdraws withdraw his demand for appraisal or fails to perfect or otherwise loses lose his right of appraisal, in any either case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time of the Merger, into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any written demands for appraisal of Shares or Class B Shares shares of Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares shares of Common Stock held by a person (a "“Dissenting Stockholder"”) who objects to the Merger and complies with all the provisions of Delaware law Law concerning the right of holders of Shares and/or Class B Shares shares of Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall shares will not be converted as described in Section 3.01(c1.03(b), but shall will be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of DelawareDelaware Law. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal appraisal, or fails to perfect or otherwise loses his right of to appraisal, in any case pursuant to the DGCLaccordance with Delaware Law, his Shares and/or Class B Shares shall shares of Common Stock will be deemed to be have been converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall will give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares shares of Common Stock received by the Company and (ii) the opportunity to participate in and direct control all negotiations and proceedings with respect to any such demands. The Company shall will not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects has not voted in favor of or consented to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares pursuant to Section 262 of the DGCL ("Dissenting Shares") shall not be converted as described in Section 3.01(c2.1(a), but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of DelawareDelaware law. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted canceled as of the Effective Time into and to have become the right to receive the Merger ConsiderationConsideration as provided in Section 2.1(a). The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding Shares or Class B Shares as of the Effective Time and that are held by a person stockholder who has properly exercised his appraisal rights under the DGCL (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive the Merger Consideration unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, his right to dissent from the Merger under the DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Stockholder Shares pursuant to and subject to the laws requirements of the State DGCL. If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right, each share of Delaware. Ifsuch holder's Company Common Stock shall thereupon be deemed to have been converted into and to have become, after as of the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive receive, without any interest thereon, the Merger ConsiderationStock Election Consideration or the Cash Election Consideration or a combination thereof as determined by Parent in its sole discretion. The Company shall give Parent (i) prompt notice of any notice or demands for appraisal or payment for shares of Shares or Class B Shares Company Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemands or notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to has neither voted in favor of the Merger nor consented in writing thereto and otherwise complies with all the applicable provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), 3.1(c) but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of to appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) after Subsidiary shall have accepted for payment Shares pursuant to the Offer, the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to has neither voted in favor of the Merger nor consented in writing thereto and otherwise complies with all the applicable provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), 3.1(c) but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give the Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of the Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands or approve any withdrawal of any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares shares of Common Stock held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law Law concerning the right of holders of Shares and/or Class B Shares shares of Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall shares will not be converted as described in Section 3.01(c1.03(b), but shall will be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of DelawareDelaware Law. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal appraisal, or fails to perfect or otherwise loses his right of to appraisal, in any case pursuant to the DGCLaccordance with Delaware Law, his Shares and/or Class B Shares shall shares of Common Stock will be deemed to be have been converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall will give the Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares shares of Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall will not, without the prior written consent of the Parent, make any payment with respect to, or settle, offer to settle settle, or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding Shares or Class B Shares as of the Effective Time and that are held by a person stockholder who has properly exercised his appraisal rights under the DGCL (a "the “Dissenting Stockholder"Shares”) who objects shall not be converted into the right to receive the Merger Consideration unless and complies with all until the provisions of Delaware law concerning the holder shall have failed to perfect, or shall have effectively withdrawn or lost, his right of holders of Shares and/or Class B Shares to dissent from the Merger under the DGCL and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Stockholder Shares pursuant to and subject to the laws requirements of the State DGCL. If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right after the Election Deadline, each share of Delaware. Ifsuch holder’s Company Common Stock shall thereupon be deemed to have been converted into and to have become, after as of the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive receive, without any interest thereon, the Merger Stock Election Consideration or the Cash Election Consideration, or a combination thereof, as determined by Parent in its sole discretion. The Company shall give Parent (i) prompt notice of any notice or demands for appraisal or payment for shares of Shares or Class B Shares Company Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.demands or

Shares of Dissenting Stockholders. (a) Notwithstanding anything ---------------------------------- in this Agreement other than Section 4.3(b) to the contrary, any shares of Common Stock that are issued and outstanding Shares or Class B Shares immediately prior to the Effective Time and held by a person (a "Dissenting Stockholder") stockholder who objects to has not voted in favor of the Merger or consented thereto in writing and complies who has demanded properly in writing appraisal for such shares of Common Stock in accordance with all Section 262 of the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares DGCL ("“Dissenting Shares"”) shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive the Merger Consideration unless and until such consideration stockholder shall have effectively withdrawn or lost (through failure to perfect or otherwise) such stockholder’s right to obtain payment of the fair value of such stockholder’s Dissenting Shares under Section 262 of the DGCL, but shall instead be entitled only to such rights with respect to such Dissenting Shares as may be determined to be due granted to such Dissenting Stockholder pursuant to the laws stockholder under Section 262 of the State of DelawareDGCL. If, From and after the Effective Time, such Dissenting Stockholder withdraws his demand Shares shall not be entitled to vote for appraisal any purpose or fails to perfect or otherwise loses his right of appraisal, in any case pursuant be entitled to the DGCL, his Shares and/or Class B Shares shall be deemed payment of dividends or other distributions (except dividends or other distributions payable to be converted as stockholders of record prior to the Effective Time into the right to receive the Merger ConsiderationTime). The Company shall give Parent (i) prompt notice promptly provide any notices of any dissent or demands for appraisal of Shares or Class B Shares received by any shares of Common Stock to Parent, and Parent shall have the Company and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to any each such demandsdissent or demand. The Company shall not, without Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle, offer to settle or otherwise negotiatesettle, any such demandsdissent or demand, or agree to do any of the foregoing.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of DelawareDelaware law. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of to appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration, without interest. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company or the receipt by the Company of any documents or instruments with respect to stockholder's rights of appraisal pursuant to the DGCL and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), ) but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to has neither voted in favor of the Merger nor consented in writing thereto and otherwise complies with all the applicable provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), 3.1(c) but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of to appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) after Subsidiary shall have accepted for payment Shares pursuant to the Offer, the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.of

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person Person (a "“Dissenting Stockholder"”) who objects has not voted in favor of or consented to the Merger adoption of this Agreement and complies has complied with all the provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("“Dissenting Shares"”) shall not be converted into the right to receive the Merger Consideration as described in Section 3.01(c3.1(c), but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws procedures set forth in Section 262 of the State of DelawareDGCL. If, after the Effective Time, If such Dissenting Stockholder withdraws his its demand for appraisal or fails to perfect or otherwise loses his its right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B its Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger ConsiderationConsideration for each such Share, without interest. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL and as provided in the previous sentence. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company Company, withdrawals of such demands and (ii) any other instruments served pursuant to Section 262 of the DGCL and shall give Parent the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsthereto. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands.

Shares of Dissenting Stockholders. Notwithstanding --------------------------------- anything ---------------------------------- in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding Shares or Class B Shares as of the Effective Time and that are held by a person stockholder who has properly exercised his appraisal rights under the DGCL (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive the Merger Consideration unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, his right to dissent from the Merger under the DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Stockholder Shares pursuant to and subject to the laws requirements of the State DGCL. If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right, each share of Delaware. Ifsuch holder's Company Common Stock shall thereupon be deemed to have been converted into and to have become, after as of the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive receive, without any interest thereon, the Merger ConsiderationStock Election Consideration or the Cash Election Consideration or a combination thereof as determined by Parent in its sole discretion. The Company shall give Parent (i) prompt notice of any notice or demands for appraisal or payment for shares of Shares or Class B Shares Company Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemands or notices. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any Any issued and outstanding Shares or Class B Shares shares of Company Common Stock held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), but Stockholder shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws DGCL; provided, however, shares of Company Capital Stock outstanding at the State of Delaware. IfEffective Time and held by a Dissenting Stockholder who shall, after the Effective Time, such Dissenting Stockholder withdraws his withdraw his, her or its demand for appraisal or fails to perfect lose his, her or otherwise loses his its right of appraisal, appraisal as provided in any case pursuant to the DGCL, his Shares and/or Class B Shares and such shares shall be deemed to be converted converted, as of the Effective Time Time, into the right to receive the Merger Consideration, in accordance with the procedures specified in this Article 2. The Prior to the Effective Time, the Company shall give Parent (iA) prompt notice of any written demands for appraisal, withdrawals of demands for appraisal of Shares or Class B Shares and any other instruments served pursuant to the DGCL relating to appraisal rights received by the Company Company, and (iiB) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Effective Time, the Company will not voluntarily make any such demands. The Company shall payment with respect to any demands for appraisal and will not, without except with the prior written consent of Parent, make any payment with respect to, settle or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares shares of Xxx Group Common Stock or Class B Shares MacManus Common Stock held by a person (a "Dissenting Stockholder") who objects to the Xxx Group Merger or the MacManus Merger, as the case may be, and complies with all the provisions of Delaware law Law concerning the right of holders of Shares and/or Class B Shares such shares to dissent from the respective Merger and require appraisal of their Shares and/or Class B Shares its shares (the "Dissenting Shares") shall not be converted as described in Section 3.01(c)Sections 2.1 or 2.2, but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Delaware Law and the laws terms of any stock purchase or stockholder agreement to which such Dissenting Stockholder is a party. All payments to a Dissenting Stockholder made pursuant to this Section shall be paid by the respective Surviving Corporation out of the State available funds of Delawaresuch corporation (and not by the Parent). If, after the Effective Time, such Dissenting Stockholder withdraws his or her demand for appraisal or fails to perfect or otherwise loses his or her right of appraisal, in any case pursuant to the DGCLDelaware Law, his Shares and/or Class B Shares or her shares shall be deemed to be converted as of the Effective Time solely into the right to receive the Merger Consideration. The Company shall give Parent (iconsideration described in Sections 2.1(b) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not2.2(b), as applicable, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demandsinterest thereon.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares shares of Company Common Stock held by a person Person (as defined in Section 5.02) (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law Section 262 of the DGCL concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares shares of Company Common Stock ("Dissenting Shares") shall not be converted as described in Section 3.01(c), 2.01(c) but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws Section 262 of the State of DelawareDGCL. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shares of Company Common Stock shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration, without interest. The Company shall give Parent (i) prompt notice of any demands written demands, and withdrawals of any such demands, for appraisal of Shares or Class B Shares shares of Company Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- --------------------------------- in this Agreement to the contrary, any shares of Company Common Stock and Company Preferred Stock that are issued and outstanding Shares or Class B Shares immediately prior to the Effective Time and that are held by a person (a "Dissenting Stockholder") stockholder who objects did not vote in favor of the Merger or consent to the Merger in writing and complies with all has properly exercised appraisal rights (the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") under the DGCL shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive the Merger Consideration (as defined below) unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, such consideration holder's right to appraisal under the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost the right to appraisal, then as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State occurrence of Delaware. Ifsuch event, after each share of Company Common Stock and Company Preferred Stock held by such holder shall thereupon be deemed to have been converted into and to have become, as of the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive receive, without any interest thereon, the Merger Consideration. The Company shall give Parent Public (i) prompt notice of any demands notice or demand for appraisal or payment for shares of Shares Company Common Stock or Class B Shares attempted withdrawals of such demands received by the Company and (ii) the opportunity right to participate in and direct all negotiations and proceedings with respect to any such demandsdemands or notices. The Company shall not, without the prior written consent of ParentPublic, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares shares of Auric Common Stock held by a person (a "Dissenting StockholderShareholder") who objects duly demands appraisal of his shares of Auric Common Stock pursuant to Section 262 of the Merger DGCL and complies with all the provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares Auric Common Stock to dissent from the Merger and require demand appraisal of their Shares and/or Class B Shares shares in connection with the Merger ("Dissenting Shares") shall not be converted as described in Section 3.01(c), 2.1(c) but shall be converted into become the right to receive such cash consideration as may be determined to be due to such Dissenting Stockholder pursuant to Shareholder as provided in the laws of the State of DelawareDGCL. If, after the Effective Timehowever, such Dissenting Stockholder Shareholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company Auric shall give Parent OMG (i) prompt notice of any demands for appraisal of Shares or Class B Shares shares received by the Company Auric and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company Auric shall not, without the prior written consent of ParentOMG, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to has neither voted in favor of the Merger nor consented in writing thereto and otherwise complies with all the applicable provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), ) but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of to appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) if and after Sub shall have accepted for payment Shares pursuant to and subject to the Offer Conditions, the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding Notwithstand- ing anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares shares of Company Common Stock held by a person (a "Dissenting Stockholder") who objects duly demands appraisal of his shares of Company Common Stock pursuant to Section 623 of the Merger NYBCL and complies with all the provisions of Delaware law concerning the NYBCL concern- ing the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require demand appraisal of their Shares and/or Class B Shares shares in connection with the Merger ("Dissenting Dis- senting Shares") shall not be converted as described in Section 3.01(c), 2.1(c) but shall be converted into become the right to receive such consideration cash consider- ation as may be determined to be due to such Dissenting Stockholder pursuant to Stock- holder as provided in the laws of the State of DelawareNYBCL. If, after the Effective Timehowever, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCLNYBCL, his Shares and/or Class B Shares shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger ConsiderationClass B Stock, without interest, pursuant to Section 2.1(c)(iii). The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any as and if applicable, Company Shares that are issued and outstanding Shares or Class B Shares immediately prior to the Effective Time and which are held by Stockholders who did not vote or provide a person (a "Dissenting Stockholder") who objects to written consent in favor of the Merger and complies (the “Dissenting Shares”), which Stockholders comply with all of the relevant provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from applicable Law (the Merger and require appraisal of their Shares and/or Class B Shares ("“Dissenting Shares") Stockholders”), shall not be converted as described in Section 3.01(c), but shall into or be converted into exchangeable for the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws a portion of the State of Delaware. IfStock Consideration, after the Effective Time, unless and until such Dissenting Stockholder withdraws his demand for appraisal or fails holders shall have failed to perfect or otherwise loses his right of appraisal, in any case pursuant shall have effectively withdrawn or lost their rights to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Considerationappraisal under applicable Law. The Company shall give Parent (ia) prompt notice of any demands for appraisal of any Company Shares or Class B Shares attempted withdrawals of such demands and any other instruments served pursuant to applicable Law and received by the Company relating to the Dissenting Stockholders’ rights of appraisal, and (iib) the opportunity to participate direct, in and direct its reasonable business judgment, all negotiations and proceedings with respect to any such demandsdemands for appraisal under applicable Law. The Neither the Company shall notnor the Surviving Corporation shall, without except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demandsdemand for payment. If any Dissenting Stockholders shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s Company Shares shall thereupon be converted into and become exchangeable for the right to receive, as of the Effective Time, their pro rata portion of the Stock Consideration pursuant to this Agreement.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares shares of Company Common Stock held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares shares of Company Common Stock ("Dissenting Shares") shall not be converted as described in Section 3.01(c), 2.01(c) but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shares of Company Common Stock shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration, without interest. The Company shall give Parent (i) prompt notice of any written demands for appraisal of Shares or Class B Shares shares of Company Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this --------------------------------- Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to has neither voted in favor of the Merger nor ---------------------- consented in writing thereto and otherwise complies with all the applicable provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting ---------- Shares") shall not be converted as described in Section 3.01(c), 3.1(c) but shall be converted into become ------ the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give the Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares - received by the Company, attempted withdrawals of such demands, and any other instruments served pursuant to the DGCL received by the Company relating to stockholders' rights of appraisal and (ii) the opportunity to participate in and -- direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of the Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands or approve any withdrawal of any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any Any issued and outstanding Shares or Class B Shares held by a person Person (a "“Dissenting Stockholder"”) who objects has not voted in favor of or consented to the adoption of this Agreement and the Merger and complies has complied with all the provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("“Dissenting Shares"”) shall not be converted into the right to receive the Merger Consideration as described in Section 3.01(c3.1(c), but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws procedures set forth in Section 262 of the State of DelawareDGCL. If, after the Effective Time, If such Dissenting Stockholder withdraws his its demand for appraisal or fails to perfect or otherwise loses his its right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B its Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger ConsiderationConsideration for each such Share, without interest. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsCompany. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any Any issued and outstanding Shares or Class B Shares held by a person Person (a "“Dissenting Stockholder"”) who has not voted in favor of approval of this Agreement and objects to the Merger and complies with all the provisions of Delaware law the DGCL concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of obtain payment for their Shares and/or Class B Shares ("“Dissenting Shares"”) shall not be converted into the right to receive the Merger Consideration as described in Section 3.01(c3.1(c), but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws procedures set forth in Section 262 of the State of DelawareDGCL. If, after the Effective Time, If such Dissenting Stockholder withdraws his its demand for appraisal payment or fails to perfect or otherwise loses his its right of appraisalpayment, in any case pursuant to the DGCL, his Shares and/or Class B its Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger ConsiderationConsideration for each such Share, without interest. The Company shall give Parent (i) prompt notice of any demands for appraisal payment of Shares or Class B Dissenting Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsCompany. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, settle or offer to settle or otherwise negotiatesettle, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares shares of Company Stock held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law Law concerning the right of holders of Shares and/or Class B Shares shares of Company Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shares shall not be converted as described in Section 3.01(c1.03(b), but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of DelawareDelaware Law. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of to appraisal, in any case pursuant to the DGCLDelaware Law, his Shares and/or Class B Shares shares of Company Stock shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give the Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares shares of Company Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of the Parent, make any payment with respect to, or settle, offer to settle settle, or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this --------------------------------- Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects has not voted in favor of or consented to the ---------------------- Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") ----------------- shall not be converted as described in Section 3.01(c3.1(c), but shall be converted into become the -------------- right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of DelawareDelaware law. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted canceled as of the Effective Time into and become the right to receive the Merger ConsiderationConsideration allocated as provided in Section 3.1(c). The Company shall give Parent (i) -------------- prompt notice of any demands for appraisal of Shares or Class B Shares shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued holder of Banyan Shares outstanding immediately prior to the Effective Time of the Merger who is entitled to demand and outstanding Shares elects to demand appraisal rights under Section 262 of the DGCL and who has fully complied with the provisions thereof and who has not effectively withdrawn or Class B Shares held by a person lost such right (a "Dissenting Stockholder") who objects to ), shall not receive the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c)Consideration, but shall be converted into the right entitled to receive from the Surviving Corporation such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws Section 262 of the State DGCL; provided, however, that each Banyan Share outstanding immediately prior to the Effective Time of Delaware. Ifthe Merger and held by a Dissenting Stockholder who, after the Effective TimeTime of the Merger, such Dissenting Stockholder withdraws his demand for appraisal or fails under Section 262 of the DGCL, in writing delivered to perfect the Surviving Corporation (subject to the written approval of the Surviving Corporation to the extent required by Section 262 of the DGCL) or otherwise loses his right of appraisal, in any either case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted converted, as of the Effective Time of the Merger, into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any written demands for appraisal of Shares or Class B Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demandsCompany.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), ) but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands. (e) Withholding Tax. Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Common Stock outstanding immediately prior to the Effective Time such amounts as may be required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Common Stock outstanding immediately prior to the Effective Time in respect of which such deduction and withholding was made. Section 3.02.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any Any issued and outstanding Shares or Class B Shares shares of Series A Preferred Stock held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), but Stockholder shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws provisions of the State NRS, which consideration, in any case, shall be paid by the Company or the Surviving Corporation (as opposed to the Parent); provided, however, shares of Delaware. IfSeries A Preferred Stock outstanding at the Effective Time and held by a Dissenting Stockholder who shall, after the Effective Time, such Dissenting Stockholder withdraws withdraw his demand for appraisal or fails to perfect or otherwise loses lose his right of appraisalappraisal as provided in the NRS, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted converted, as of the Effective Time Time, into the right to receive the Series A Merger ConsiderationConsideration (without interest) in accordance with Section 2.4(c)(vi) and Section 2.5. The Company shall give Parent (iA) prompt notice of any demands for appraisal written assertions of Shares or Class B Shares dissenters' rights, withdrawals of such assertions and any other instruments served pursuant to the NRS received by the Company Company, and (iiB) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsassertions of dissenters' rights under the NRS. The Company shall not voluntarily make any payment with respect to any assertions of dissenters' rights and shall not, without except with the prior written consent of Parent, make any payment with respect to, settle or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of DelawareDelaware law. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of to appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger ConsiderationConsid- eration, without interest. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company or the receipt by the Company of any documents or instruments with respect to stockholder's rights of appraisal pursuant to the DGCL and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding Shares or Class B Shares as of the Effective Time and that are held by a person stockholder who has properly exercised his appraisal rights under the DGCL (a the "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting SharesDISSENTING SHARES") shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive the Merger Consideration unless and until the holder shall have failed to perfect, or shall have effectively withdrawn or lost, his right to dissent from the Merger under the DGCL and to receive such consideration as may be determined to be due with respect to such Dissenting Stockholder Shares pursuant to and subject to the laws requirements of the State DGCL. If any such holder shall have so failed to perfect or have effectively withdrawn or lost such right after the Election Deadline, each share of Delaware. Ifsuch holder's Company Common Stock shall thereupon be deemed to have been converted into and to have become, after as of the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive receive, without any interest thereon, the Merger Stock Election Consideration or the Cash Election Consideration, or a combination thereof, as determined by Parent in its sole discretion. The Company shall give Parent (i) prompt notice of any notice or demands for appraisal or payment for shares of Shares or Class B Shares Company Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.demands or

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares shares of Company Common Stock held by a person Person (as defined in Section 5.02) (a "“Dissenting Stockholder"”) who objects to the Merger and complies with all the provisions of Delaware law Section 262 of the DGCL concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares shares of Company Common Stock ("“Dissenting Shares"”) shall not be converted as described in Section 3.01(c), 2.01(c) but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws Section 262 of the State of DelawareDGCL. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shares of Company Common Stock shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration, without interest. The Company shall give Parent (i) prompt notice of any demands written demands, and withdrawals of any such demands, for appraisal of Shares or Class B Shares shares of Company Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in --------------------------------- this Agreement to the contrary, any issued and outstanding Shares or Class B Shares shares of Company Common Stock held by a person (a "Dissenting Stockholder") who objects duly demands appraisal of his shares of Company Common Stock pursuant to Section 623 of the Merger NYBCL and complies with all the provisions of Delaware law the NYBCL concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require demand appraisal of their Shares and/or Class B Shares shares in connection with the Merger ("Dissenting Shares") shall not be converted as described in Section 3.01(c), 2.1(c) but shall be converted into become the right to receive such cash consideration as may be determined to be due to such Dissenting Stockholder pursuant to as provided in the laws of the State of DelawareNYBCL. If, after the Effective Timehowever, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCLNYBCL, his Shares and/or Class B Shares shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger ConsiderationClass B Stock, without interest, pursuant to Section 2.1(c)(iii). The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued shares of Common Stock that are outstanding immediately prior to the Effective Time of the Merger and outstanding Shares or Class B Shares that are held by a any person (a "Dissenting Stockholder") who objects to the Merger and complies with all Section 262 of the provisions of Delaware law DGCL concerning the right of holders of Shares and/or Class B Shares Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares shares of Common Stock (a "Dissenting SharesStockholder") shall not be converted as described in Section 3.01(c)3.01(d) but, but as of the Effective Time of the Merger, shall no longer be converted into outstanding and shall automatically be canceled and retired and shall cease to exist and shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If; provided, however, that the shares of Common Stock (together with the associated Rights) outstanding immediately prior to the Effective Time of the Merger and held by a Dissenting Stockholder who shall, after the Effective TimeTime of the Merger, such Dissenting Stockholder withdraws withdraw his demand for appraisal or fails to perfect or otherwise loses lose his right of appraisal, in any either case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time of the Merger into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any written demands for appraisal of Shares or Class B Shares shares of Common Stock received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.

Shares of Dissenting Stockholders. Notwithstanding anything ---------------------------------- in this Agreement to the contrary, any issued and outstanding Shares or Class B Shares held by a person (a "Dissenting Stockholder") who objects to the Merger and complies with all the provisions of Delaware law concerning the right of holders of Shares and/or Class B Shares Company Common Stock to dissent from the Merger and require appraisal of their Shares and/or Class B Shares ("Dissenting Shares") shall not be converted as described in Section 3.01(c), ) but shall be converted into become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or fails to perfect or otherwise loses his right of appraisal, in any case pursuant to the DGCL, his Shares and/or Class B Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares or Class B Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, without the prior written consent of Parent, such consent not to be unreasonably withheld, make any payment with respect to, or settle, offer to settle or otherwise negotiate, any such demands.