Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. Notwithstanding Section 2.03, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided 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 Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided 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 Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice notice, or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates relate to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.032.03(a), any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder Stockholder immediately prior to the Effective Time who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised demanded appraisal rights of for such shares in accordance with Section 262 of Delaware Law and who has not failed to perfect, withdrawn or otherwise lost the right to appraisal under Delaware Law (such shares being referred to collectively as collectively, the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided that ifPer Share Consideration. If, after the Effective Time, such any holder of Dissenting Shares fails to perfect, withdraws or loses such holder’s the right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the a right to receive the Merger Per Share Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may bethis Article 2. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands. Notwithstanding the foregoing, to the extent that Parent or the Company (i) makes any payment or payments in respect of any Dissenting Share in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement or (ii) incurs any other costs or expenses, (including specifically, but without limitation, attorneys’ fees, costs and expenses in connection with any action or proceeding or in connection with any investigation) in respect of any Dissenting Shares (excluding payments for such shares) (together “Dissenting Share Payments”), then Parent shall be entitled to recover under the terms of Section 10.02 hereof such Dissenting Share Payments, whether paid or incurred before or after the Effective Time by the Company or Parent.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.034.01, shares of Company Target Common Stock issued and outstanding immediately prior to the Effective Time (other than shares and in respect of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised which appraisal rights of such shares shall have been properly demanded (and not withdrawn or lost) in accordance with Section 262 of Delaware Law the DGCL (such shares of Target Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares”) shall will not be converted into a right to receive the Merger Consideration Consideration, but instead shall will be entitled to payment of the appraised value of only such shares in accordance with rights as are granted by Section 262 of Delaware Lawthe DGCL to a holder of Dissenting Shares; provided provided, however, that if, after the Effective Time, if such holder fails to perfect, effectively withdraws or loses such holder’s right to appraisal, seek appraisal rights pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled the DGCL with respect to the relief provided by Section 262 of Delaware Lawany Dissenting Shares, such shares of Company Common Stock Dissenting Shares shall immediately be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)this Article IV as if such shares of Target Common Stock never had been Dissenting Shares, without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Book-Entry Share, as the case may be. The Company shall Target will provide Parent prompt written notice of any demands received by the Company Target for appraisal of shares of Company Target Common StockStock (including any stockholder’s notice of its intent to demand payment pursuant to the DGCL), any withdrawal of any such demand demand, and any other demand, notice or instrument delivered to the Company Target prior to the Effective Time pursuant to Delaware Law the DGCL that relates to such demand, and Parent shall will have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall Target will not make any payment with respect to, or settle or offer to settle or settle, any such demandsdemands or any claim in respect of Dissenting Shares.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a stockholder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the Delaware Law (other than such stockholders, the “Dissenting Stockholders” and such shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as Stock, the “Dissenting Shares” until such time as such holder fails to perfect”), withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a or be exchangeable for the right to receive the Merger Consideration Consideration, but instead such holder shall be entitled to payment of the appraised fair value of such shares Dissenting Shares in accordance with the provisions of Section 262 of the Delaware Law; provided that ifLaw (and, after 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 fails shall cease to perfecthave any rights with respect thereto, withdraws or loses such holder’s except the right to appraisal, pursuant to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262 of the Delaware Law or if a court of competent jurisdiction shall determine that Law), unless and until such holder is not entitled shall have failed to perfect or shall have effectively waived, withdrawn or lost rights to appraisal under the relief provided by Section 262 of Delaware Law. If any Dissenting Stockholders shall have failed to perfect or shall have effectively waived, withdrawn or lost such shares of Company Common Stock rights, the Dissenting Shares held by such Dissenting Stockholder shall thereupon be treated as if they had deemed to have been converted converted, as of the Effective Time Time, into the right to receive the Merger Consideration as provided in accordance with Section 2.03(a)2.02, without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beinterest. The Company shall provide give Parent prompt written notice of any written demands received by the Company for appraisal of any shares of Company Common Stock, any withdrawal attempted withdrawals of any such demand demands and any other demand, notice or instrument delivered instruments served pursuant to the Company prior to the Effective Time pursuant to Delaware Law that relates and received by the Company relating to such demandstockholders’ rights of appraisal in accordance with the provisions of Section 262 of the Delaware Law, and Parent shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to all such demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, settle or offer or agree to settle or settle, any such demands. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03 to pay for shares of Company Common Stock for which appraisal rights have been perfected shall be returned to Parent upon demand.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, to the extent that holders of Company Common Stock are entitled to appraisal rights under Section 2.03262 of the DGCL, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised and perfected his, her or its demand for appraisal rights under Section 262 of the DGCL and not effectively withdrawn or lost such holder’s rights to appraisal (the “Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration, but the holders of such shares Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be canceled and shall cease to exist and such holder shall cease to have any rights with respect thereto other than the right to receive the “fair value” of such Dissenting Shares as determined in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware LawDGCL); provided that ifif any such holder shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL (whether occurring before, at or after the Effective Time), such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, without any interest thereon, upon surrender of and such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beshares shall not be deemed to be Dissenting Shares. The Company shall provide give notice to Parent prompt written notice as promptly as reasonably practicable of any demands received by the Company for appraisal of any shares of Company Common Stock, any withdrawal withdrawals of any such demand demands and any other demand, notice or instrument delivered instruments served pursuant to the DGCL received by the Company prior relating to the Effective Time pursuant to Delaware Law that relates to such demandappraisal demands, and Parent shall have the opportunity and right to participate in all material discussions with third parties and all negotiations and Proceedings with respect to such demands. Except with Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, the Company shall not make any payment with respect to, to or settle or compromise or offer to settle or settle, compromise any such demandsdemand or Proceeding, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding Section 2.032.02, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b2.02(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws perfect or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of only have such shares in accordance with rights as are provided by Section 262 of Delaware Law; provided that if, after the Effective Time, if such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a2.02(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide Parent (a) prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or notice, instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates relate to such demand, and (b) Parent shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demandsdemands and the exercise of appraisal rights under the applicable provisions of Delaware Law. Except with the prior written consent of Parent, or to the extent required by Applicable Law, the Company shall not make take any action with respect to such demands (including making any payment with respect to, or offer offering to settle or settlesettling or approving any withdrawal of, any such demands.

Dissenting Shares. Notwithstanding Section 2.033.03, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b3.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided 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 Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a3.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be, subject to Section 3.09. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.031.02, shares of Company Common Stock Shares which are issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and which are held by a holder who has not voted such shares in favor of adoption of this Agreement or consented thereto in writing and the Merger, who has properly exercised shall have delivered a written demand for appraisal rights of such shares Shares in accordance with Section 262 of the manner provided by the Delaware Law and who, as of the Effective Time, shall not have effectively withdrawn or lost such right to appraisal (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares"DISSENTING SHARES") shall not be converted into a right to receive the Merger Consideration but instead Consideration. The holders thereof shall be entitled only to payment of the appraised value of such shares in accordance with rights as are granted by Section 262 of the Delaware Law; provided that if, after the Effective Time, . Each holder of Dissenting Shares who becomes entitled to payment for such holder fails to perfect, withdraws or loses such holder’s right to appraisal, Shares pursuant to Section 262 of the Delaware Law shall receive payment therefor from the Surviving Corporation in accordance with the Delaware Law; provided, however, that (i) if any such holder of Dissenting Shares shall have failed to establish his entitlement to appraisal rights as provided in Section 262 of the Delaware Law, (ii) if any such holder of Dissenting Shares shall have effectively withdrawn his demand for appraisal of such Shares or lost his right to appraisal and payment for his Shares under Section 262 of the Delaware Law or (iii) if neither any holder of Dissenting Shares nor the Surviving Corporation shall have filed a court petition demanding a determination of competent jurisdiction shall determine that such holder is not entitled to the relief value of all Dissenting Shares within the time provided by in Section 262 of the Delaware Law, such shares holder shall forfeit the right to appraisal of Company Common Stock such Shares and each such Share shall be treated as if they it had been converted a Non- Electing Share and had been converted, as of the Effective Time Time, into the a right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, from the Surviving Corporation as the case may beprovided in Section 1.02 hereof. The Company shall provide Parent give MergerSub prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demandShares, and Parent MergerSub shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except The Company shall not, except with the prior written consent of ParentMergerSub, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.032.06 or any other provision of this Agreement to the contrary, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing is entitled to demand appraisal and who has properly exercised and perfected a demand for appraisal rights of such shares Shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively the DGCL and, as of the “Dissenting Shares” until such time as such holder fails to perfectEffective Time, withdraws or otherwise loses has neither effectively withdrawn nor lost such holder’s right to appraisal rights and payment under Delaware Law the DGCL with respect to such sharesShares (any such Shares, “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration Per Share Amount but instead shall be entitled only to payment such rights as are granted by the DGCL to a holder of the appraised value of such shares in accordance with Section 262 of Delaware LawDissenting Shares; provided that provided, however, that, if, after the Effective Time, such holder fails to perfect, withdraws withdraws, waives or otherwise loses such holder’s right to appraisal, appraisal pursuant to Section 262 of Delaware Law 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 Delaware Lawthe DGCL, such shares of Company Common Stock 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 Per Share Amount in accordance with Section 2.03(a2.05(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beShares. The Company shall provide Parent with prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stockany Shares, any withdrawal of any such demand and any other demand, notice or and/or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, or if required by Applicable Law, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock issued and Shares (other than Cancelled Shares) outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder Holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who has properly exercised demanded appraisal rights of for such shares Shares in accordance with Section 262 of Delaware Law or Chapter 13 of California Law, if such Section or Chapter provides for appraisal rights for such Shares in the Merger (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect”), withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a or be exchangeable for the right to receive a portion of the Merger Consideration but instead shall be entitled unless and until such Holder fails to perfect or withdraws or otherwise loses his right to appraisal and payment of the appraised value of such shares in accordance with Section 262 of under Delaware Law or California Law; provided that if. If, after the Effective Time, any such holder Holder fails to perfect, perfect or withdraws or loses such holder’s his right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction such Dissenting Shares shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock 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 Consideration in accordance with Consideration, if any, to which such Holder is entitled pursuant to Section 2.03(a2.7(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beinterest. The Company shall provide give the Parent (a) prompt written notice of any demands received by the Company for appraisal of shares Shares, attempted written withdrawals of Company Common Stocksuch demands, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to Delaware Law that relates or California Law and received by the Company relating to such demand, Holders’ rights to appraisal with respect to the Merger and Parent shall have (b) the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to any exercise of such demandsappraisal rights under Delaware Law or California Law; provided, however, that any settlement of any such negotiations or proceedings shall be handled as settlement of a Third Party Claim pursuant to the procedures set forth in Section 8.4. Except The Company shall not, except with the prior written consent of the Parent, the Company shall not voluntarily make any payment with respect toto any demands for payment of fair value for capital stock of the Company, or offer to settle or settle, settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company SRA Common Stock issued and outstanding immediately prior to the First Merger Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder SRA Stockholder who is entitled to demand and has not voted properly demanded appraisal for such shares of SRA Common Stock in favor of adoption of this Agreement or consented thereto in writing accordance with, and who has properly exercised appraisal rights of such shares complies in accordance with all respects with, Section 262 of Delaware Law the DGCL (such shares being referred to collectively as Shares, the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares”) shall not be converted into a the right to receive the Per Share Merger Consideration but Consideration, and shall instead shall be entitled represent the right to receive payment of the appraised fair value of such shares Dissenting Shares in accordance with Section 262 of Delaware Law; provided 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 Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled and to the relief extent provided by Section 262 of Delaware the DGCL. If any such SRA Stockholder fails to perfect or otherwise waives, withdraws or loses his right to appraisal under Section 262 of the DGCL or other applicable Law, then the right of such shares SRA Stockholder to be paid the fair value of Company Common Stock such Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had deemed to have been converted converted, as of the First Merger Effective Time Time, into and shall be exchangeable solely for the right to receive the Per Share Merger Consideration Consideration, without interest and subject to any withholding of Taxes required by applicable Law in accordance with Section 2.03(a3.8(c), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company SRA shall provide Parent give CSC and Computer Sciences GS prompt written notice of any demands received by the Company SRA for appraisal of shares of Company SRA Common Stock, any withdrawal attempted withdrawals of any such demand demands and any other demand, notice or instrument delivered instruments served pursuant to the Company prior DGCL and received by SRA relating to rights to be paid the Effective Time pursuant to Delaware Law that relates to such demandfair value of Dissenting Shares, and Parent CSC and Computer Sciences GS shall have the opportunity and right to participate in and to control all negotiations and Proceedings proceedings with respect to such demands. Except Prior to the First Merger Effective Time, SRA shall not, except with the prior written consent of ParentCSC and Computer Sciences GS, the Company shall not make any payment (unless required by Law) with respect to, or settle or compromise or offer to 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 Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock any issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and Shares held by a holder person entitled to vote on the Merger who has not neither voted in favor of adoption of this Agreement or the Merger nor consented thereto in writing thereto (each, a "Dissenting Shareholder") and who has properly exercised appraisal otherwise complies with all the applicable provisions of the CGCL concerning the rights of such shares in accordance with Section 262 holders of Delaware Law Company Shares to dissent from the Merger and require purchase by the Company of their Company Shares (such shares being referred to collectively as the “"Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares") shall not be converted into a canceled as described in Section 3.1(b) but shall become the right to receive such payment as may be determined to be due to such Dissenting Shareholder pursuant to the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided that ifCGCL. If, after the Effective Time, such holder Dissenting Shareholder withdraws his, her or its demand for purchase of the Dissenting Shares (with the Company's consent) or fails to perfectperfect or otherwise loses his, withdraws her or loses such holder’s right to appraisalits status as a Dissenting Shareholder, in any case pursuant to Section 262 the CGCL, each of Delaware Law his, her or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of its Company Common Stock Shares shall be treated as if they had been converted deemed to be canceled as of the Effective Time and converted into the right to receive the Merger Consideration Consideration, in accordance with the manner contemplated by Section 2.03(a), 3.1(b) without interest thereon, upon surrender . The notice to be sent to Company Shareholders pursuant to CGCL ss.1301 shall designate the closing price of such Certificate formerly representing such share or transfer Company Shares on the OTC Bulletin Board System on the trading day prior to the date of such Uncertificated Share, this Agreement as the case may befair market value of the Dissenting Shares. The Company shall provide give Parent (i) prompt written notice of any demands written demand for purchase of the Dissenting Shares received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered pursuant to the Company prior to applicable provisions of the Effective Time pursuant to Delaware Law that relates to such demand, CGCL and Parent shall have (ii) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make an offer of any payment or make any payment with respect to, to any such demands or offer to settle or settle, settle any such demands. Any communication to be made by the Company to any shareholder, court or appraiser with respect to such demands shall be submitted to Parent sufficiently in advance for Parent to review such communication and shall not be presented to any shareholder, court or appraiser without Parent's written consent.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.032.01, shares of Company Target Common Stock or Target Preferred Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled cancelled in accordance with Section 2.03(b2.01(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law the DGCL (such shares of Target Common Stock and Target Preferred Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws perfect or otherwise loses such holder’s appraisal rights under Delaware Law the DGCL with respect to such shares) shall not be converted into a right to receive the Per Share Merger Consideration Consideration, but instead shall be entitled to payment of the appraised value of only such shares in accordance with rights as are granted by Section 262 of Delaware Lawthe DGCL; provided provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, appraisal pursuant to Section 262 of Delaware Law 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 Delaware Lawthe DGCL, such shares of Company Target Common Stock and Target Preferred Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Merger Consideration in accordance with Section 2.03(a2.01(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Book-Entry Share, as the case may be. The Company Target shall provide Parent Acquirer prompt written notice of any demands received by the Company Target for appraisal of shares of Company Target Common Stock and Target Preferred Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company Target prior to the Effective Time pursuant to Delaware Law the DGCL that relates to such demand, and Parent Acquirer shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of ParentAcquirer, the Company Target shall not make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary (other than shares of Company Capital Stock cancelled in accordance with Section 2.033.1(a)), shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder (a “Dissenting Stockholder”) who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised and perfected appraisal rights of such shares in accordance with Section 262 of Delaware Law the DGCL (such shares of Company Capital Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under Delaware Law the DGCL with respect to such shares) shall not be converted into a right to receive a portion of the Merger Consideration Shares, but instead shall be entitled to payment of the appraised value of only such shares in accordance with rights as are granted by Section 262 of Delaware Lawthe DGCL; provided provided, however, that if, after the Effective Time, such holder fails to perfect, waives, withdraws or loses such holder’s right to appraisal, appraisal pursuant to Section 262 of Delaware Law 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 Delaware Lawthe DGCL, such shares of Company Common Capital Stock shall be treated as if they had been converted as of the Effective Time into the right to receive a portion of the Merger Consideration Shares in accordance with the applicable subsections of Section 2.03(a3.1(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beshares. The Company shall promptly provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Capital Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.032.08, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled Shares cancelled in accordance with Section 2.03(b2.08(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares Shares in accordance with Section 262 of Delaware Law the DGCL (such shares Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws perfect or otherwise loses such holder’s appraisal rights under Delaware Law the DGCL with respect to such sharesShares) shall not be converted into a right to receive a portion of the Merger Consideration Consideration, but instead shall be entitled to payment of the appraised value of only such shares in accordance with rights as are granted by Section 262 of Delaware Lawthe DGCL; provided provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, appraisal pursuant to Section 262 of Delaware Law 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 Delaware Lawthe DGCL, such shares of Company Common Stock Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Merger Consideration in accordance with Consideration, if any, to which such holder is entitled pursuant to Section 2.03(a2.08(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common StockShares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.032.04 or any other provision of this Agreement to the contrary, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock Shares to be canceled in accordance with pursuant to Section 2.03(b), Section 2.03(c) and Section 2.03(d)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing is entitled to demand appraisal and who has properly exercised demanded appraisal rights of such shares Shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively the DGCL and, as of the “Dissenting Shares” until such time as such holder fails to perfectEffective Time, withdraws or otherwise loses has neither effectively withdrawn nor lost such holder’s right to appraisal rights under Delaware Law pursuant to the DGCL with respect to such sharesShares (any such Shares, “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled only to payment of the appraised value of such shares in accordance with rights as are granted by Section 262 of Delaware Lawthe DGCL; provided that provided, however, that, if, after the Effective Time, such holder fails to perfect, withdraws withdraws, waives or otherwise loses such holder’s right to appraisal, appraisal pursuant to Section 262 of Delaware Law 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 Delaware Lawthe DGCL, then the right of such shares holder to be paid the fair value of Company Common Stock such Dissenting Shares shall cease and such holder’s Shares shall be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beShares. The Company Lafite shall provide Parent Tempranillo with prompt written notice of any demands received by the Company Lafite for appraisal of shares of Company Common Stockany Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company Lafite prior to the Effective Time pursuant to Delaware Law Section 262 of the DGCL that relates to such demand, and Parent Tempranillo shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of ParentTempranillo, the Company or if required by Applicable Law, Lafite shall not make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held that are owned by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has Shareholders that have properly exercised appraisal perfected their rights of such shares in accordance with appraisal within the meaning of Section 262 of the General Corporation Law of the State of Delaware Law (such shares being referred the “DGCL”) (as applicable to collectively as the Company pursuant to the LLC Agreement (the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares”)) shall not be converted into a the right to receive the Merger Consideration but instead Consideration, unless and until such Shareholders shall have failed to perfect any available right of appraisal thereunder, but, instead, the holders thereof shall be entitled to payment of the appraised value of such shares Dissenting Shares in accordance with Section 262 of Delaware Law; provided that if, after the Effective Time, DGCL (as applicable to the Company pursuant to the LLC Agreement). If any such holder fails shall have failed to perfect, withdraws perfect or loses shall have effectively withdrawn or lost such holder’s right to of appraisal, pursuant the Common Shares held by such Shareholder shall not be deemed Dissenting Shares for purposes of this Agreement and shall thereupon be deemed to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had have been converted as of into the Merger Consideration at the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a2.1(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide give Parent (a) prompt written notice of any demands for appraisal filed pursuant to Section 262 of the DGCL (as applicable to the Company pursuant to the LLC Agreement) received by Company, withdrawals of such demands and any other instruments served or delivered in connection with such demands pursuant to Section 262 of the DGCL (as applicable to the Company pursuant to the LLC Agreement) and received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demandCompany, and Parent shall have (b) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demandsdemands made pursuant to Section 262 of the DGCL (as applicable to the Company pursuant to the LLC Agreement). Except The Company shall not, except with the prior written consent of Parent, the Company shall not (i) make any payment with respect toto any such demand, or (ii) offer to settle or settle, settle any such demandsdemand, or (iii) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Section 262 of the DGCL (as applicable to the Company pursuant to the LLC Agreement).

Dissenting Shares. Notwithstanding Section 2.03, Any holder of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares with respect to which dissenters’ rights, if any, are available by reason of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder the Merger pursuant to the applicable provisions of the DGCL who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who has properly exercised appraisal rights complies with the applicable provisions of such shares in accordance with Section 262 of Delaware Law the DGCL (such shares being referred to collectively as the “Dissenting Shares” until such time as ”) shall not be entitled to receive any portion of the Merger Consideration pursuant to this Article I, unless such holder fails to perfect, effectively withdraws or otherwise loses such holder’s appraisal its dissenters’ rights under Delaware Law with respect to such shares) shall not be converted into a right to receive the Merger Consideration but instead DGCL. Such holder shall be entitled to payment receive only such rights as are granted under the applicable provisions of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided that if, after the Effective Time, DGCL. If any such holder fails to perfect, effectively withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to dissenters’ rights under the relief provided by Section 262 of Delaware LawDGCL, such shares of Company Common Stock Dissenting Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)to which such shares of Company Stock are entitled pursuant to this Article I, without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beinterest. The Company shall provide give Parent prompt written notice of any demands for appraisal pursuant to the applicable provisions of the DGCL received by the Company, withdrawals of any such demands and any other documents or instruments received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and in connection therewith. Parent shall have the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to any such demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands, or agree to do any of the foregoing. Any payments made with respect to Dissenting Shares shall be made solely by the Surviving Corporation, and no funds or other property have been or shall be provided by Parent, Merger Sub or any of Parent’s Affiliates for such payment.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.032.8, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled Shares cancelled in accordance with Section 2.03(b2.8(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law Act (such shares Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law the Act with respect to such sharesShares) shall not be converted into a right to receive a portion of the Merger Consideration Consideration, but instead shall be entitled to payment of only such rights as are granted by the appraised value of such shares in accordance with Section 262 of Delaware LawAct; provided provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, dissent pursuant to Section 262 of Delaware Law the Act or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Lawthe Act, such shares of Company Common Stock Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Merger Consideration in accordance with Consideration, if any, to which such holder is entitled pursuant to Section 2.03(a2.8(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Target Company shall provide Parent Holdings prompt written notice of any demands received by the Target Company for appraisal of shares of Company Common StockShares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Target Company prior to the Effective Time pursuant to Delaware Law the Act that relates to such demand, and Parent Holdings shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demands. The Target Company shall give notice to Target Company Stockholders of their right to dissent and such notice shall comply with the Act. Except with the prior written consent of ParentHoldings, the Target Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of but only to the extent required by California law, Company Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than shares and held by holders of Company Common Stock canceled Shares that (a) represent in accordance with Section 2.03(b)the aggregate 5% or more of the issued and outstanding Company Common Shares, (b) and held by a holder who has were not voted in favor of adoption the Merger and (c) whose holders comply with the provisions of this Agreement or consented thereto in writing Chapter 13 of the California Code concerning the right of holders of Company Common Shares to dissent from the Merger and who has properly exercised require appraisal rights of such shares in accordance with Section 262 of Delaware Law their Company Common Shares (such shares being referred to collectively as the “"Dissenting Shares” until such time as such holder fails to perfectShareholders"), withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a or represent the right to receive the Merger Consideration but instead shall become the right to receive such consideration as may be entitled determined to payment be due such Dissenting Shareholder pursuant to the law of the appraised value State of such shares in accordance with Section 262 of Delaware Law; provided that if, California. From and after the Effective Time, such holder fails Dissenting Shareholders shall not have and shall not be entitled to exercise any of the voting rights or other rights of a shareholder of the Surviving Corporation. If any Dissenting Shareholder shall fail to assert or perfect, withdraws or loses shall waive, rescind, withdraw or otherwise lose, such holder’s 's right to appraisaldissent and obtain payment under Chapter 13 of the California Code, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that then such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock Shares shall automatically be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Merger Consideration (upon surrender of a Company Common Certificate previously representing such Company Common Shares) FAFCO Common Shares in accordance with Section 2.03(a2.2(a) (and cash in lieu of any fractional share in accordance with Section 2.2(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be). The Company shall provide Parent give FAFCO and FAFCOSUB (i) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal and any other related instruments received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have (ii) the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal. Except 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 ParentFAFCO, the Company shall not make any payment with respect to, settle or offer to settle or settle, any such demandsdemand for appraisal.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.032.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)Cancelled Shares) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law the KBCA (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under Delaware Law the KBCA with respect to such shares) shall not be converted into a right to receive the Merger Consideration Consideration, but instead shall be entitled to payment of only such rights as are granted by the appraised value of such shares in accordance with Section 262 of Delaware LawKBCA; provided provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws waives, withdraws, or loses such holder’s right to appraisal, appraisal pursuant to Section 262 of Delaware Law the KBCA or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Lawthe KBCA, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a2.01(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Book-Entry Share, as the case may be. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand demand, and any other demand, notice notice, or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, to the extent that holders of Company Common Stock are entitled to appraisal rights under Section 2.03262 of the DGCL, shares of Company Common Stock issued and outstanding immediately prior to the Company Merger Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised and perfected his or her demand for appraisal rights under Section 262 of the DGCL and not effectively withdrawn or lost such holder’s rights to appraisal (the “Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration, but the holders of such shares Dissenting Shares shall be entitled to receive such consideration as shall be determined pursuant to Section 262 of the DGCL (it being understood and acknowledged that at the Company Merger Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be canceled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the “fair value” of such Dissenting Shares as determined in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares” until such time as DGCL); provided, however, that if any such holder fails shall have failed to perfectperfect or shall have effectively withdrawn or lost his, withdraws her or otherwise loses its right to appraisal and payment under the DGCL (whether occurring before, at or after the Company Merger Effective Time), such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided 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 Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall thereupon be treated as if they had deemed to have been converted as of the Company Merger Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, without any interest thereon, upon surrender of and such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beshares shall not be deemed to be Dissenting Shares. The Company shall provide give prompt notice to Parent prompt written notice of any demands received by the Company for appraisal of any shares of Company Common Stock, any withdrawal withdrawals of any such demand demands and any other demand, notice or instrument delivered instruments served pursuant to the DGCL received by the Company prior relating to the Effective Time pursuant to Delaware Law that relates to such demandappraisal demands, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with Prior to the Company Merger Effective Time, the Company shall not, without the prior written consent of Parent, the Company shall not make any payment with respect to, to or settle or compromise or offer to settle or settle, compromise any such demandsdemand or Proceeding, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding Section 2.03any other provision of this Agreement to the contrary, shares of Company Common Stock issued and that are outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and which are held by a holder stockholders who has shall have not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who has properly exercised appraisal rights shall have demanded payment of the fair value for such shares in accordance with Section 262 of Delaware Law the IBCA (such shares being referred to collectively as collectively, the “Dissenting "Dissenters' Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares") shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided 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 Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into represent the right to receive the Merger Consideration Consideration. Such stockholders instead shall be entitled to receive payment of the fair value of such shares held by them in accordance with Section 2.03(a)the provisions of the IBCA, except that all Dissenters' Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights as dissenting stockholders under the IBCA shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.4 of the certificate(s) that, immediately prior to the Effective Time, evidenced such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beshares. The Company shall provide Parent give Acquiror: (a) prompt written notice of any written demands received by the Company for appraisal payment of fair value of any shares of Company Common Stock, any withdrawal attempted withdrawals of any such demand demands and any other demand, notice or instrument delivered instruments served pursuant to the IBCA and received by the Company prior relating to the Effective Time pursuant to Delaware Law that relates to such demand, stockholders' dissenters' rights; and Parent shall have (b) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demandsdemands under the IBCA consistent with the obligations of the Company thereunder. Except The Company shall not, except with the prior written consent of ParentAcquiror, the Company shall not (x) make any payment with respect toto such demand, or (y) offer to settle or settle, settle any such demands.demand for payment of fair value or (z) waive any failure to timely deliver a written demand for payment of fair value or timely take any other action to perfect payment of fair value rights in accordance with the IBCA. ARTICLE 3

Dissenting Shares. Notwithstanding Section 2.032.06 or any other provision of this Agreement to the contrary, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing is entitled to demand appraisal and who has properly exercised and perfected a demand for appraisal rights of such shares Shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively the DGCL and, as of the “Dissenting Shares” until such time as such holder fails to perfectEffective Time, withdraws or otherwise loses has neither effectively withdrawn nor lost such holder’s right to appraisal rights and payment under Delaware Law the DGCL with respect to such sharesShares (any such Shares, “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled only to payment such rights as are granted by the DGCL to a holder of the appraised value of such shares in accordance with Section 262 of Delaware LawDissenting Shares; provided that provided, however, that, if, after the Effective Time, such holder fails to perfect, withdraws withdraws, waives or otherwise loses such holder’s right to appraisal, appraisal pursuant to Section 262 of Delaware Law 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 Delaware Lawthe DGCL, such shares of Company Common Stock 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 in accordance with Section 2.03(a2.05(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beShares. The Company shall provide Parent with prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stockany Shares, any withdrawal of any such demand and any other demand, notice or and/or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law Section 262 of the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, or if required by Applicable Law, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and which are held by a holder stockholder who has did not voted vote in favor of adoption of this Agreement the Merger (or consented consent thereto in writing writing) and who has is entitled to demand and properly exercised demands appraisal rights of such shares in accordance with Section 262 of Delaware Law Shares (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect”) pursuant to, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such sharesand who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”) shall not be converted into a or be exchangeable for the right to receive the Merger Consideration Consideration, but instead such holder shall be entitled to payment of the appraised value of receive such shares in accordance with consideration as may be determined to be due to such Dissenting Stockholder pursuant to Section 262 of Delaware Law; provided that if, after the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder fails shall cease to perfecthave any rights with respect thereto, withdraws except the rights set forth in Section 262 of the DGCL), unless and until such holder shall have failed to perfect or loses shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction Shares shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time into the right to receive Time, the Merger Consideration for each such Share, in accordance with Section 2.03(a)4.1, without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beinterest. The Company shall provide give Parent prompt written notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company for appraisal relating to Company stockholders’ rights of shares of Company Common Stockappraisal, any withdrawal of any such demand and any other demandand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demandat Parent’s expense, and Parent shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal by Company stockholders under the DGCL, so long as Parent does not create any pre-Closing obligations of the Company. Except The Company shall not, except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect toto any demands for appraisal, or offer to settle or settle, settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding Section 2.033.03, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b3.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided 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 Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time Table of Contents CONFIDENTIAL into the right to receive the Merger Consideration in accordance with Section 2.03(a3.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be, subject to Section 3.09. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement ----------------- to the contrary, shares of Company Common Stock issued and outstanding immediately prior to on the Effective Time (other than Date which are held of record by shareholders who shall not have voted such shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing the Merger and who has shall have properly exercised appraisal rights to demand payment of the fair value of such shares in accordance with Section 262 910 of Delaware Law the NYBCL (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares"DISSENTING SHARES") shall not be converted into a the right to receive any portion of the Merger Consideration specified in Section 1.8, but the holders thereof instead shall be entitled to payment of the appraised fair value of such shares in accordance with the provisions of Section 262 910 of Delaware Lawthe NYBCL (the "DISSENTING CONSIDERATION"); provided provided, however, that if, after the Effective Time, (i) if such a -------- ------- holder fails to perfectfile a notice of election to dissent in accordance with Section 623 of the NYBCL or, withdraws after filing such notice of election, subsequently delivers an effective written withdrawal of such notice or loses such holder’s right fails to appraisalestablish his entitlement to appraisal rights as provided in Section 623 of the NYBCL, pursuant to Section 262 of Delaware Law if he or she be so required, or (ii) if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 receive payment for his shares or such holder shall otherwise lose his or her appraisal rights, then in either of Delaware Lawsuch cases, such shares each share of Company Common Stock held of record by such holder or holders shall automatically be treated as if they had been converted as of the Effective Time into and represent only the right to receive the portion of the Merger Consideration in accordance with indicated on SCHEDULE 1.8 (subject to Section 2.03(a1.12), without interest thereon, upon the surrender of such Certificate formerly the certificate or certificates representing such share or transfer of such Uncertificated Share, as the case may beDissenting Shares. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal payment of shares the fair value of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demandshares, and Parent shall have the opportunity and right to participate in all the negotiations and Proceedings proceedings with respect to such demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment (except to the extent that any such payment is made pursuant to a court order) with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.032.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled cancelled in accordance with Section 2.03(b)2.01) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law the DGCL (such shares of Company Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws perfect or otherwise loses such holder’s appraisal rights under Delaware Law the DGCL with respect to such shares) shall not be converted into a right to receive the Merger Consideration Shares, but instead shall be entitled to payment of the appraised value of only such shares in accordance with rights as are granted by Section 262 of Delaware Lawthe DGCL; provided provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, appraisal pursuant to Section 262 of Delaware Law 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 Delaware Lawthe DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration Shares in accordance with Section 2.03(a), without interest thereonthis Agreement, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Book-Entry Share, as the case may be. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything to the contrary set forth in this Agreement, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)Owned Shares) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares Shares in accordance with Section 262 of Delaware Law the DGCL (such shares Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such sharesShares) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised fair value of such shares Shares in accordance with Section 262 of Delaware Lawthe DGCL; provided provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to appraisal, appraisal pursuant to Section 262 of Delaware Law 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 Delaware Lawthe DGCL, such shares of Company Common Stock Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a1.4(b)(i), without interest thereon, upon surrender of such Certificate formerly representing such share Share or transfer of such Uncertificated Share, as the case may be. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares Shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in and direct all negotiations and Legal Proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03, shares of Company Common Stock issued and outstanding immediately prior anything contained herein to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “contrary, any Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) Shares shall not be converted into a the right to receive the Merger Consideration cash amount provided for in Section 2.2(b), but shall instead shall be converted into the right to receive such consideration as may be determined to be due with respect to any such Dissenting Shares pursuant to Washington Law. Each holder of Dissenting Shares who, pursuant to the provisions of Washington Law, becomes entitled to payment of the appraised value of thereunder for such shares shall receive payment therefore in accordance with Section 262 of Delaware Law; provided that ifWashington Law (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, such holder fails to perfectany Dissenting Shares shall lose their status as Dissenting Shares, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, then any such shares of Company Common Stock shall immediately be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with cash payable pursuant to Section 2.03(a2.2(b), without interest thereonsubject to the provisions of Section 2.2(e) and Section 2.4, upon surrender in respect of such Certificate formerly representing shares as if such share or transfer of such Uncertificated Shareshares never had been Dissenting Shares, and Acquirer shall issue and deliver to the holder thereof, as promptly as reasonably practicable, following the case may besatisfaction of the applicable conditions set forth in Section 6.2, the amount of consideration to which such holder would be entitled in respect thereof under Section 2.2 as if such shares never had been Dissenting Shares. The Company shall provide Parent give Acquirer (i) prompt written notice of any demands for appraisal or purchase received by the Company, withdrawals of such demands, and any other instruments served pursuant to Washington Law and received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to (ii) the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal or purchase under Washington Law. Except The Company shall not, except with the prior written consent of ParentAcquirer, the Company shall not or as otherwise required under Washington Law, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle or settle, any such demandsclaim or demand in respect of any Dissenting Shares. The payout of consideration under this Agreement to the shareholders of the Company (other than to holders of Dissenting Shares who shall be treated as provided in this Section 2.3 and under Washington Law) shall not be affected by the exercise or potential exercise of appraisal rights under Washington Law by any other shareholder of the Company.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock issued and Shares outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who is entitled to demand and has not voted properly demanded appraisal for such Shares in favor of adoption of this Agreement or consented thereto in writing accordance with, and who has properly exercised appraisal rights of such shares complies in accordance with all respects with, Section 262 of Delaware Law the DGCL (such shares being referred to collectively as Shares, the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares”) shall not be converted into a the right to receive the Merger Consideration but Consideration, and shall instead shall be entitled to payment of the appraised fair value of such shares Dissenting Shares in accordance with Section 262 of Delaware Law; provided 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 Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled and to the relief extent provided by Section 262 of Delaware the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses his right to appraisal under Section 262 of the DGCL or other applicable Law, then the right of such shares holder to be paid the fair value of Company Common Stock such Dissenting Shares shall cease and such Dissenting Shares shall be treated deemed to have been converted, as if they had been converted as of the later of the Effective Time and the time that such right to appraisal has been irrevocably lost, waived, withdrawn or expired, into and shall be exchangeable solely for the right to receive the Merger Consideration in accordance with Section 2.03(a2.1(a), without interest thereon, upon surrender and subject to any withholding of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beTaxes required by applicable Law in accordance with Section 2.2(e). The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares Shares, attempted withdrawals of Company Common Stock, any withdrawal of any such demand demands and any other demand, notice or instrument delivered instruments served pursuant to the DGCL and received by the Company prior relating to rights to be paid the Effective Time pursuant to Delaware Law that relates to such demandfair value of Dissenting Shares, and Parent shall have the opportunity and right to participate in and to control all negotiations and Proceedings proceedings with respect to such demands. Except Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or compromise or offer to settle or settlecompromise, any such demands., waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL or agree to do any of the foregoing. Table of Contents

Dissenting Shares. Stockholders who have complied with all the requirements for perfecting appraisal or dissenters’ rights, as required under the DGCL, shall be entitled to their appraisal or dissenters’ rights under the DGCL with respect to such shares (“Dissenting Shares”). Notwithstanding Section 2.03, shares of Company Common Stock issued and outstanding immediately prior anything to the contrary herein, (a) if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal or dissenters’ rights, then, as of the later of the Merger Effective Time (other than and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive the portion of Company Common Stock canceled in accordance with Section 2.03(b)) the Merger Consideration to which such holder is then entitled under this Agreement, without interest thereon and held by a holder who has not voted in favor upon surrender of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of the certificate representing such shares in accordance with this Agreement together with any other documents required under Section 262 of Delaware Law 1.7.4 and (b) any Dissenting Shares held by a Stockholder who has perfected such Stockholder’s appraisal or dissenters’ rights for such shares being referred to collectively as in accordance with the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) DGCL shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided 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 Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive any portion of the Merger Consideration in accordance with pursuant to Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be1.7.1. The Company Corporation shall provide to Delaware Parent (i) prompt written notice of any demands for appraisal or purchase received by the Company for appraisal Corporation, withdrawals of shares of Company Common Stocksuch demands, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates instruments related to such demand, demands served in accordance with the DGCL and Parent shall have received by the opportunity Corporation and (ii) the right to participate in direct all negotiations and Proceedings proceedings with respect to such demandsdemands under the DGCL. Except The Corporation shall not, except with the prior written consent of Delaware Parent, or as otherwise required under the Company shall not DGCL, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle or settle, any such demandsClaim or demand in respect of any Dissenting Shares. The payment of consideration under this Agreement to the Stockholders (other than in respect of Dissenting Shares, which shall be treated as provided in this Section 1.7.5 and under the DGCL) shall not be affected by the exercise or potential exercise of appraisal or dissenters’ rights under the DGCL by any Stockholder.

Dissenting Shares. Notwithstanding Section 2.03(a) For purposes of this Agreement, “Dissenting Shares” means shares of Company Common Stock issued and outstanding immediately prior to held as of the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder Company Stockholder who has not voted (nor provided written consent with respect to) such Company Stock in favor of the adoption of this Agreement or consented thereto in writing and who has properly exercised the Merger and with respect to which appraisal rights of such shares shall have been duly demanded and perfected in accordance with Section 262 of the Delaware Law (such shares being referred Act and not effectively withdrawn or forfeited prior to collectively as the “Effective Time. Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) Shares shall not be converted into a or represent the right to receive the Merger Consideration but instead shares of Parent Common Stock unless such Company Stockholder’s right to appraisal shall be entitled to payment of the appraised value of such shares have ceased in accordance with Section 262 the Delaware Act. If such Company Stockholder has so forfeited or withdrawn his, her or its right to appraisal of Delaware Law; provided that ifDissenting Shares, after then (i) as of the Effective Timeoccurrence of such event, such holder fails to perfect, withdraws or loses such holder’s right Dissenting Shares shall cease to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock be Dissenting Shares and shall be treated as if they had been converted as of the Effective Time into and represent the right to receive the Merger Consideration Shares issuable in accordance with respect of such holder’s Company Common Stock pursuant to Section 2.03(a1.5(a), without interest thereonand (ii) promptly following the occurrence of such event and, upon if requested by Parent, the proper surrender of such Certificate formerly person’s Company Stock Certificate, Parent shall deliver to such Company Stockholder a certificate representing the Initial Shares to which such share or transfer of such Uncertificated Share, as the case may be. The Company holder is entitled pursuant to Section 1.5(a) and shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered deliver to the Company prior Indemnification Escrow Agent a certificate representing the remaining 5% of the Merger Shares to the Effective Time which such holder is entitled pursuant to Delaware Law that relates to such demand, and Parent Section 1.5(b) (which shares shall have the opportunity and right to participate in be considered Indemnification Escrow Shares for all negotiations and Proceedings with respect to such demands. Except with the prior written consent purposes of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demandsthis Agreement).

Dissenting Shares. Notwithstanding Section 2.03, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption any provision of this Agreement or consented thereto to the contrary, dissenting shares of the Company as defined in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of the Delaware Corporation Law (such shares being referred to collectively as the “"Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares") shall not be converted into a the right to receive shares of Parent Common Stock at or after the Merger Consideration but instead shall be entitled to Effective Time unless and until the holder of such Dissenting Shares withdraws his or her demand for payment of the appraised fair value of such shares in accordance with Section 262 the provisions of the Delaware Law; provided 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 Delaware Corporation Law or if becomes ineligible for such payment. If a court holder of competent jurisdiction Dissenting Shares shall determine that such holder is not entitled to withdraw his or her demand for payment of the relief provided by Section 262 fair value of Delaware Law, such shares in accordance with the Delaware Corporation Law or shall become ineligible to receive such payment, then, as of Company Common Stock shall be treated as if they had been converted as the later of the Effective Time or the occurrence of such event, such holder's Dissenting Shares shall be automatically converted into the right to receive the Merger Consideration a corresponding number of shares of Parent Common Stock in accordance with Section 2.03(a), without interest thereon, upon surrender the terms of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may bethis Agreement. The Company shall provide give the Parent prompt written notice of any demands received by the Company for appraisal notices of shares intent to assert dissenters' rights and to demand payment or withdrawals of Company Common Stocknotices of intent to assert dissenters' rights and will not, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except except with the prior written consent of the Parent, the Company shall not settle or compromise or offer to settle or compromise any such notices, voluntarily make any payment with respect to, to any notice of intent to demand payment for shares of Company Common Stock or offer to settle or settle, approve any withdrawal of any such demandsnotice. Each holder of Dissenting Shares shall have only such rights and remedies as are granted to such holder under the Delaware Corporation Law. This Section notwithstanding, in the event that five percent (5.0%) or more of the outstanding shares of the Company are Dissenting Shares, the Company has the sole discretion to terminate this Agreement, which shall forthwith become void and of no further force and effect and the Parties shall be released from any and all obligations hereunder; provided, however, that nothing herein shall relieve any Party from liability for the breach of any of its representations, warranties, covenants or agreements set forth in this Agreement.

Dissenting Shares. Notwithstanding Section 2.03anything to the contrary contained in this Agreement, shares ("Dissent Shares") of Company Common Stock issued and that are outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and that are held by a holder any Person who has not voted in favor is entitled to demand and properly demands payment of adoption the fair value of this Agreement or consented thereto in writing such Dissent Shares pursuant to, and who has properly exercised appraisal rights complies in all respects with, Subchapter D of such shares in accordance with Section 262 Chapter 15 of Delaware the Pennsylvania Business Corporation Law (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares"Subchapter D") shall not be converted into a or be exchangeable for the right to receive Parent Common Stock in accordance with Section 1.5 (or cash in lieu of fractional shares in accordance with Section 1.8(c)), but rather the Merger Consideration but instead holders of Dissent Shares shall be entitled to payment of the appraised fair value of such shares Dissent Shares in accordance with Section 262 of Delaware LawSubchapter D; provided provided, however, that if, after the Effective Time, if any such holder fails shall fail to perfectperfect or otherwise shall waive, withdraws withdraw or loses lose the right to receive payment of fair value under Subchapter D, then the right of such holder to be paid the fair value of such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction 's Dissent Shares shall determine that cease and such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock Dissent Shares shall be treated as if they had deemed to have been converted as of the Effective Time into into, and to have become exchangeable solely for the right to receive the Merger Consideration Parent Common Stock in accordance with Section 2.03(a1.5 (or cash in lieu of fractional shares in accordance with Section 1.8(c), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be). The Company shall provide serve prompt notice to Parent prompt written notice and Merger Sub of any demands received by the Company for appraisal of any shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent and Merger Sub shall have the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to such demands. Except with Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demandsdemands or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding Section 2.03anything in this Agreement to the contrary, any shares of Company Common Capital Stock that are issued and outstanding immediately prior to as of the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and that are held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and stockholder who has properly exercised his, her or its appraisal rights under Delaware Law or under Chapter 13 of the California Corporations Code (the “CCC”), if applicable (the “Dissenting Shares”) shall not be converted into the right to receive the payments set forth in Section 1.7 unless and until the holder thereof shall have failed to perfect, or shall have effectively withdrawn or lost, his, her or its right to dissent from the First Merger under Delaware Law or under Chapter 13 of the CCC, if applicable, and to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the Delaware Law or under Chapter 13 of the CCC, if applicable. Notwithstanding the foregoing, to the extent that Parent, the Surviving Entity or the Company (i) makes any payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with Section 262 this Agreement or (ii) incurs any Losses (including reasonable out-of-pocket attorneys’ and consultants’ fees, costs and expenses and including any such fees, costs and expenses incurred in connection with investigating, defending against or settling in accordance with Article VII any action or proceeding) in respect of Delaware Law any Dissenting Shares (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to excluding payments for such shares) shall not be converted into a right to receive the Merger Consideration but instead ((i) and (ii) together, “Dissenting Share Payments”), Parent shall be entitled to payment seek recovery under the terms of Section 7.2 hereof the appraised value amount by which such Dissenting Share Payments exceed the amounts otherwise payable hereunder to the holders of such shares in accordance with Section 262 of Delaware Law; provided 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 Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated Dissenting Shares as if they such holders had been converted as waived all of the Effective Time into the right their respective rights to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide Parent prompt written notice of any demands received by the Company for dissent and appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings rights with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demandsFirst Merger.

Dissenting Shares. Notwithstanding Section 2.03anything contained in this Agreement to the contrary and to the extent provided under applicable law, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than shares as to which the holder takes, or forbears from taking, such actions as required to satisfy the requirements for perfecting dissenters' rights set forth in Chapter 23B.13 of Company Common Stock canceled in accordance with Section 2.03(b)) the WBCA and held by a holder who has not voted in favor of adoption of this Agreement effectively withdrawn, waived or consented thereto in writing and who has properly exercised appraisal lost its dissenters' rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect"DISSENTING SHARES"), withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided 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 Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)Price. At the Effective Time, by virtue of the Merger and without interest thereonany action on the part of the holder thereof, upon surrender all Dissenting Shares shall be cancelled and shall cease to exist and shall represent the right to receive only those rights provided under the WBCA. If, after the Effective Time, any holder of Dissenting Shares is not entitled to payment under Chapter 23B.13, then each Dissenting Share owned by such Certificate formerly representing such share or transfer holder shall be treated as if it had been converted into the right to receive the Merger Price as of such Uncertificated Share, as the case may beEffective Time. The Company shall provide promptly notify Parent prompt written notice upon the receipt of any written demands received by the Company for appraisal under Chapter 23B.13 of shares of Company Common Stock, any withdrawal of any such demand the WBCA and any other demand, notice withdrawals of such demands or instrument delivered any actions or failure to take actions that result in the Company prior to the Effective Time pursuant to Delaware Law that relates to such demandloss or waiver of dissenters' rights, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the The Company shall not settle, offer to settle or make any payment with respect toto such demands unless it receives prior written consent from Parent, not to be unreasonably withheld, conditioned or delayed, or offer unless it is required to settle or settle, do so under the WBCA. Any amount payable to any such demandsholder of Dissenting Shares shall be paid in accordance with the WBCA solely by the Surviving Corporation out of its own funds.

Dissenting Shares. Notwithstanding Section 2.03any other provisions of this Agreement to the contrary, any shares of Company Common Capital Stock issued and outstanding immediately prior to the First Merger Effective Time (other than shares of Company Common Stock canceled in accordance and with Section 2.03(b)) and held by a respect to which the holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who thereof has properly exercised demanded appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfectLaw, withdraws and who has not effectively withdrawn or otherwise loses lost such holder’s appraisal rights under Delaware Law with respect to such shares) (collectively, the “Dissenting Shares”), shall not be converted into or represent a right to receive the Merger Consideration applicable consideration for Company Capital Stock set forth in Section 1.6(b)(i) or Section 1.6(b)(iv), as applicable, but instead the holder thereof shall only be entitled to payment of the appraised value of such shares in accordance with Section 262 of rights as are provided by Delaware Law; provided that if. Notwithstanding the provisions of this Section 1.6(b)(iii), after the Effective Time, such if any holder fails of Dissenting Shares shall effectively withdraw or lose (through failure to perfect, withdraws perfect or loses otherwise) such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of appraisal rights under Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted then, as of the later of the First Merger Effective Time and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive receive, upon surrender of the Merger Consideration certificate representing such shares, upon the terms set forth in accordance with this Section 2.03(a1.6 and throughout this Agreement (including the indemnification and escrow provisions set forth in Article VII), the consideration for Company Capital Stock set forth in Section 1.6(b)(i) or Section 1.6(b)(iv), as applicable, without interest thereon. After the Closing, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as Parent shall give the case may be. The Company shall provide Parent Stockholder Representative (A) prompt written notice of any demands written demand for appraisal received by Parent and/or any of its Affiliates (including the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered First Merger Surviving Corporation) pursuant to the Company prior to the Effective Time pursuant to applicable provisions of Delaware Law that relates to such demand, and Parent shall have (B) the opportunity and right to participate in control all negotiations and Proceedings proceedings with respect to such demands. Except Neither Parent nor any of its Affiliates (including the First Merger Surviving Corporation), on the one hand, nor the Stockholders Representative, on the other hand, shall make any payment with respect to any such demands or offer to settle or settle any such demands without the prior written consent of Parentthe other party, such consent not to be unreasonably withheld. After the Company Closing, any communication to be made by Parent and/or any of its Affiliates (including the First Merger Surviving Corporation), on the one hand, and the Stockholders Representative, on the other hand, to any such demanding Stockholder with respect to such demands shall be submitted to the other party in advance and shall not make any payment with respect to, or offer be presented to settle or settle, any such demandsdemanding Stockholder prior to such Person receiving the other party’s written consent, such consent not to be unreasonably withheld.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and which are held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has stockholders properly exercised exercising appraisal rights of such shares in accordance with available under Section 262 of Delaware the Corporation Law (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares”) shall not be converted into a or be exchangeable for the right to receive the Merger Consideration but instead 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. Holders of Dissenting Shares shall be entitled to payment of the appraised value of such shares the Dissenting Shares held by them to the extent permitted by and in accordance with Section 262 of Delaware the Corporation Law; provided that if, after the Effective Time, . If any such holder fails shall have failed to perfect, withdraws perfect or loses shall have effectively withdrawn or lost such holder’s right to appraisal, pursuant such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to Section 262 receive, as of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as later of the Effective Time into and the time that such right to receive appraisal shall have been irrevocably lost, withdrawn or expired, the Merger Consideration in accordance with Section 2.03(a), without any interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide give Parent and Merger Sub (a) prompt written notice of any demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the Corporation Law and received by the Company for appraisal relating to rights to be paid the “fair value” of shares Dissenting Shares, as provided in Section 262 of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demandCorporation Law, and Parent shall have (b) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the Corporation Law. Except The Company shall not, except with the prior written consent of ParentParent which will not be unreasonably withheld or delayed, the Company shall not voluntarily make or agree to make any material payment with respect toto any demands for appraisals of capital stock of the Company, or offer to settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled Shares cancelled in accordance with Section 2.03(b2.6(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares Shares in accordance with Section 262 of Delaware Law the DGCL (such shares Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws perfect or otherwise loses such holder’s appraisal rights under Delaware Law the DGCL with respect to such sharesShares) shall not be converted into a right to receive a portion of the Merger Consideration Consideration, but instead shall be entitled to payment of the appraised value of only such shares in accordance with rights as are granted by Section 262 of Delaware Lawthe DGCL; provided provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, appraisal pursuant to Section 262 of Delaware Law 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 Delaware Lawthe DGCL, such shares of Company Common Stock Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Merger Consideration in accordance with Consideration, if any, to which such holder is entitled pursuant to Section 2.03(a2.6(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide Parent Buyer prompt written notice of any demands received by the Company for appraisal of shares of Company Common StockShares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law the DGCL that relates to such demand, and Parent Buyer shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of ParentBuyer, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03To the extent that the availability of appraisal rights are mandated under the General and Business Corporations Law of Missouri, shares Synergetic Shares that have not been voted for adoption of Company Common Stock issued the Merger and outstanding immediately prior with respect to the Effective Time (other than shares of Company Common Stock canceled which appraisal rights have been properly demanded in accordance with Section 2.03(b)) the General and held by a holder who has not voted in favor Business Corporations Law of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law Missouri (such shares being referred to collectively as the “"Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares") shall not be converted into a right pursuant to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided that if, this Article 3 at or after the Effective Time, Date unless and until the holder of such Dissenting Shares becomes ineligible for such appraisal rights. If a holder fails to perfect, withdraws or loses such holder’s right to of Dissenting Shares becomes ineligible for appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Lawthen, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into Date or the right date such Dissenting Shares become ineligible for appraisal rights, whichever occurs later, such holder's Dissenting Shares shall cease to receive be Dissenting Shares and shall be converted pursuant to this Article 3 (subject to all of the Merger Consideration in accordance with Section 2.03(arights and obligations of the Synergetics shareholders hereunder), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as . Synergetics shall immediately give Valley Forge and the case may be. The Company shall provide Parent prompt written MergerSub notice of any demands received by the Company demand for appraisal of shares of Company Common Stock, any withdrawal of any such demand rights in connection with the Merger and any other demand, notice or instrument delivered to Valley Forge and the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent MergerSub shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to any such demandsdemands at its sole cost and expense. Except Synergetics shall not, except with the prior written consent of ParentValley Forge and the MergerSub, the Company shall not voluntarily make any payment with respect to, or settle or offer to settle or settle, any such demandsdemand.

Dissenting Shares. Notwithstanding Section 2.03any other provisions of this Agreement to the contrary, any shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance and with Section 2.03(b)) and held by a respect to which the holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who thereof has properly exercised demanded appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfectLaw, withdraws and who has not effectively withdrawn or otherwise loses lost such holder’s appraisal rights under Delaware Law with respect to such shares) (collectively, the “Dissenting Shares”), shall not be converted into or represent a right to receive the Merger Consideration applicable consideration for Company Capital Stock set forth in Section 3.2(a) but instead the holder thereof shall only be entitled to payment of the appraised value of such shares in accordance with Section 262 of rights as are provided by Delaware Law; provided that if. Notwithstanding the provisions of this Section 3.2(d), after the Effective Time, such if any holder fails of Dissenting Shares shall effectively withdraw or lose (through failure to perfect, withdraws perfect or loses otherwise) such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of appraisal rights under Delaware Law, such shares then, as of Company Common Stock shall be treated as if they had been converted as 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 receive, upon the Merger Consideration terms set forth in accordance with this Section 2.03(a3.2 and throughout this Agreement (including the indemnification and escrow provisions of this Agreement), the consideration for Capital Stock set forth herein, without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide give Parent (A) prompt written notice of any demands written demand for appraisal received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered pursuant to the Company prior to the Effective Time pursuant to applicable provisions of Delaware Law that relates to such demand, and Parent shall have (B) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, to any such demands or offer to settle or settle, settle any such demands. Any communication to be made by the Company to any Company Stockholder with respect to such demands shall be submitted to Parent in advance and, to the extent reasonably practicable, shall not be presented to any Company Stockholder prior to the Company receiving Parent’s written consent.

Dissenting Shares. Notwithstanding Section 2.03anything to the contrary set forth herein, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)Owned Shares) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares Shares in accordance with Section 262 of Delaware Law the DGCL (such shares Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such sharesShares) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares Shares in accordance with Section 262 of Delaware Lawthe DGCL; provided provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to appraisal, appraisal pursuant to Section 262 of Delaware Law 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 Delaware Lawthe DGCL, such shares of Company Common Stock Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a1.4(b)(i), without interest thereon, upon surrender of such Certificate formerly representing such share Share or transfer of such Uncertificated Share, as the case may bebe (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner provided in Section 2.3(d)). The Company shall provide Parent Newco prompt written notice of any demands received by the Company for appraisal of shares of Company Common StockShares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent Newco shall have the opportunity and right to participate in and direct all negotiations and Legal Proceedings with respect to such demands. Except with the prior written consent of ParentNewco, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03, If appraisal rights are available under the Delaware GCL to holders of shares of capital stock of the Company Common Stock in connection with the Merger, any issued and outstanding immediately prior to share of capital stock of the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who which has not been voted in favor upon for approval of adoption of this Agreement or consented thereto in writing the Merger and who has properly exercised with respect to which appraisal rights of such shares shall have been properly demanded in accordance with Section 262 of the Delaware Law GCL (such shares being referred to collectively as the “"Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares") shall not be converted into a the right to receive the Merger Consideration but instead Put Shares and the holders thereof shall be entitled to payment have only such rights as are provided in Subchapter IX of the appraised value Delaware GCL unless and until the holder of such shares in accordance with Section 262 of Delaware Law; provided that ifcapital stock of the Company withdraws his or her demand for such appraisal rights or otherwise loses his or her appraisal rights. If a holder of Dissenting Shares shall properly withdraw his or her demand for appraisal rights or shall otherwise lose his or her appraisal rights, after the Effective Timethen, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into or the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender occurrence of such Certificate formerly representing event, whichever last occurs, such share or transfer of such Uncertificated Share, as the case may beDissenting Shares shall cease to be Dissenting Shares and shall be cancelled and retired and shall cease to exist. The Company shall provide give Parent (i) prompt written notice of any dissenter's demands for appraisal or payment, attempted withdrawals of such demands and any other instruments served pursuant to applicable law received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand relating to dissenter's rights; and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have (ii) the opportunity and right to participate in direct all negotiations and Proceedings with respect to such demandsdissenters under the Delaware GCL. Except with The Company shall not, without the prior written consent of the Parent, the Company shall not voluntarily make any payment with respect toto any demands for payment by any holder of Dissenting Shares, or offer to settle or settle, settle any such demands or approve any withdrawal of such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing the Merger and who has properly exercised delivered a written demand for appraisal rights of for such shares in accordance with Section 262 of Delaware Law the DGCL (such shares being referred to collectively as the a “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such sharesStockholder”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided 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 Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common 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 this Article II, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal under applicable Delaware Law. A Dissenting Stockholder may receive payment of the fair value of the shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held by such Dissenting Stockholder (“Dissenting Shares”) in accordance with the provisions of applicable Delaware Law, provided that such Dissenting Stockholder complies with Section 2.03(a)262 of the DGCL. At the Effective Time, without interest thereonall Dissenting Shares shall be cancelled and cease to exist and shall represent only the right to receive the fair value thereof in accordance with applicable Delaware Law. Any Dissenting Shares as to which the holder later waives or withdraws a demand for appraisal shall be entitled to make an Election, upon surrender of subject to pro-ration to the same extent as if such Certificate holder surrendered such formerly representing such share or transfer of such Uncertificated Share, as Dissenting Shares promptly following the case may beEffective Time subject to a valid Election. The Company shall provide Parent (a) prompt written notice of any written demands received by the Company for appraisal, withdrawals of demands for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to instruments served under applicable Delaware Law that relates to such demandLaw, and Parent shall have (b) the opportunity and right to participate in and direct all negotiations and Proceedings negotiations, proceedings or settlements with respect to such demandsdemands for appraisal under applicable Delaware Law. Except with the prior written consent of Parent, the The Company shall not voluntarily make any payment with respect toto any demands for appraisal and shall not, except with Parent’s prior written consent, settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock any Shares that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and are held by a holder stockholder (each, a “Dissenting Stockholder”) who has not voted in favor of adoption of this Agreement or consented thereto in writing is entitled to exercise, and properly exercises, appraisal rights with respect to such Shares pursuant to, and who has properly exercised appraisal rights complies in all respects with, the provisions of such shares in accordance with Section 262 of Delaware Law the DGCL in order to perfect such demand (such shares being referred to collectively as collectively, the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided 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 Delaware Law exchangeable for or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into represent the right to receive the Merger Consideration (except as provided in this Section 3.4) and shall entitle such Dissenting Stockholder only to payment for such Dissenting Shares in accordance with and to the extent provided by Section 2.03(a)262 of the DGCL, unless and until such Dissenting Stockholder fails to perfect or otherwise waives, withdraws or effectively loses the right to appraisal under Section 262 of the DGCL. If any Dissenting Stockholder fails to perfect or otherwise waives, withdraws or effectively loses the right to appraisal under Section 262 of the DGCL, then as of the later of the Effective Time and the occurrence of such event, the Dissenting Shares held by such Dissenting Stockholder shall be cancelled and converted into and represent the right only to receive the Merger Consideration, without interest thereoninterest, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may bepursuant to Section 3.1. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stocknot, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except except with the prior written consent of Parent, the Company shall not voluntarily make (or cause or permit to be made on its behalf) any payment with respect to, or settle or offer to settle or settle, or otherwise negotiate with, any Dissenting Stockholder regarding its exercise of appraisal rights prior to the Effective Time. The Company shall give Parent prompt notice of any such demandsdemands prior to the Effective Time, and Parent shall have the right to direct all negotiations and proceedings with respect to any exercise by any Company Stockholder of appraisal rights. For the avoidance of doubt, it is acknowledged and agreed that, for all purposes under Section 262 of the DGCL and to the fullest extent permitted by applicable Law, the fair value of the Dissenting Shares shall be determined without regard to the Top-Up Option, including any Shares issued pursuant to the Top-Up Option, or any promissory note or other consideration delivered by Parent or Purchaser to the Company in payment for the Shares issued pursuant to the Top-Up Option.

Dissenting Shares. Notwithstanding Section 2.032.1, 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 prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a any holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who has properly exercised demanded appraisal rights of for such shares pursuant to, and has complied in accordance with all respects with, the provisions of Section 262 of Delaware Law the DGCL (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares”) shall not be converted into a the right to receive the applicable Merger Consideration but instead shall be entitled Consideration, unless such holder fails to payment of the appraised value of perfect or withdraws or otherwise loses its rights to appraisal or it is determined that such shares holder does not have appraisal rights in accordance with Section 262 of Delaware Law; provided that ifthe DGCL. If, after the Effective Time, such holder fails to perfect, perfect or withdraws or loses such holder’s its right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine it is determined that such holder is does not entitled to the relief provided by Section 262 of Delaware Lawhave appraisal rights, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the applicable Merger Consideration Consideration, together with any cash in accordance with lieu of any fractional shares payable pursuant to Section 2.03(a2.2(i) and any dividends or distributions payable pursuant to Section 2.2(j), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demandshares, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demandsdemands except as required by applicable Law. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect 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 Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock any issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and Shares held by a holder person who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised is entitled to appraisal rights of such shares in accordance with under Section 262 of Delaware Law the DGCL and has complied with all the provisions of the DGCL concerning the right of holders of Shares to require appraisal of such Shares (such shares being referred to collectively as the shares, “Dissenting Shares” until such time as such and, each holder fails to perfectof Dissenting Shares, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such sharesa “Dissenting Stockholder”) shall not be converted into a the right to receive the Merger Consideration as described in Section 2.01(a)(i), but instead shall become the right to receive such consideration as may be entitled determined to payment of be due to such Dissenting Stockholder pursuant to the appraised value of such shares procedures set forth in accordance with Section 262 of Delaware Law; provided that ifthe DGCL. If such Dissenting Stockholder withdraws such Dissenting Stockholder’s demand for appraisal or fails to perfect or otherwise loses such Dissenting Stockholder’s right of appraisal with respect to such Shares, after in any case pursuant to the Effective TimeDGCL, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock Shares shall be treated as if they had been deemed not to be Dissenting Shares and shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)for each such Share, without interest thereonand subject to any Tax withholding pursuant to Section 2.05, upon surrender and the Surviving Corporation shall remain liable for payment of such Certificate formerly representing amount for such share or transfer of such Uncertificated Share, as the case may beShares. The Company shall provide give Parent (a) prompt written notice of any written demands for appraisal of Shares received by the Company for appraisal Company, withdrawals of shares of Company Common Stock, any withdrawal of any such demand demands and any other demand, notice or instrument delivered to instruments served on the Company prior to the Effective Time pursuant to Delaware Section 262 of the DGCL and applicable Law that relates to such demand, in respect of Dissenting Shares and Parent shall have (b) the opportunity to direct and right to participate in control all negotiations and Proceedings with respect to such demandsdemands for appraisal pursuant to Section 262 of the DGCL. Except with The Company shall not, without the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything to the contrary contained herein, any shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) Merger I and held by a holder person who has not voted in favor of adoption of this Agreement Merger I or consented thereto in writing and who has properly exercised demanded appraisal rights of for such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares” until such time as ”) shall not be entitled to receive any portion of the Series F Merger Consideration, unless such holder fails to perfect, effectively withdraws or otherwise loses its rights to appraisal or it is determined that such holder’s holder does not have appraisal rights under Delaware Law with respect to such shares) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided that if, . If after the Effective TimeTime of Merger I, such holder fails to perfect, effectively withdraws or otherwise loses such holder’s its right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine it is determined that such holder is does not entitled to the relief provided by Section 262 of Delaware Lawhave appraisal rights, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time of Merger I into the right to receive the Merger Consideration merger consideration set forth in accordance with Section 2.03(a), 1.6(a) hereof (if any) without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide give Parent and Merger Sub I prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demandshares, and Parent and Merger Sub I shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demandsdemands except as required by applicable Legal Requirements. Except Prior to the Effective Time of Merger I, Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands, or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.033.4, shares of capital stock of the Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled cancelled in accordance with Section 2.03(b3.4(a)) and held by a holder who has not voted in favor of adoption of this Agreement (including approval of the Merger) or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of Delaware the DGCL or Chapter 13 of the California General Corporation Law (to the extent applicable to the Company by virtue of Section 2115 thereof) (such shares shares, in either case, being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws perfect or otherwise loses such holder’s appraisal rights under Delaware applicable Law with respect to such shares) shall not be converted into a right to receive a portion of the Merger Consideration Consideration, but instead shall be entitled to payment of only such rights as are granted by the appraised value of such shares in accordance with Section 262 of Delaware DGCL or the California General Corporation Law, as applicable; provided provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, appraisal pursuant to Section 262 of Delaware applicable Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware the DGCL or the California General Corporation Law, as applicable, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Merger Consideration in accordance with Consideration, if any, to which such holder is entitled pursuant to Section 2.03(a)3.4, without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide Parent the Purchaser prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stockcapital stock of the Company, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware the DGCL or the California General Corporation Law that relates to such demand, and Parent the Purchaser shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parentthe Purchaser, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, if required by Delaware Law (but only to the extent required thereby), shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock to be canceled in accordance with pursuant to Section 2.03(b2.02(b)) and that are held by a holder holders of such shares who has have not voted in favor of the adoption of this Agreement or consented thereto in writing and who has have properly exercised appraisal rights of such shares with respect thereto in accordance with with, and who have complied with, Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares”) shall will not be converted convertible into a the right to receive the Merger Consideration but instead shall Consideration, and holders of such Dissenting Shares will be entitled to receive payment of the appraised fair value of such shares Dissenting Shares in accordance with the provisions of such Section 262 of unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under Delaware Law; provided that if. If, after the Effective Time, any such holder fails to perfect, perfect or effectively withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Lawright, such shares of Company Common Stock shall Dissenting Shares will thereupon be treated as if they had been converted as of into and have become exchangeable for, at the Effective Time into Time, the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, without any interest thereon, upon surrender and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Certificate formerly representing such share or transfer shares, subject to Section 2.08. At the Effective Time, any holder of such Uncertificated ShareDissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of Delaware Law and as provided in the case may beprevious sentence. The Company shall provide will give Parent prompt written notice of any demands received by the Company for appraisal appraisals of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption any provision of this Agreement to the contrary, the shares of any holder of PBC common stock or consented thereto in writing and PBC preferred stock who has properly exercised demanded and perfected appraisal rights of for such shares in accordance with Section 262 of Delaware Law or California Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal rights (such shares being referred to collectively as the “"Dissenting Shares” until such time as such holder fails to perfect"), withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into or represent a right to receive the Merger Consideration Company's common stock and cash pursuant hereto, but instead the holder thereof shall only be entitled to payment such rights as are granted by Delaware Law or California Law, as the case may be. Notwithstanding the foregoing, if any holder of the appraised value shares of PBC common stock who demands appraisal of such shares in accordance with Section 262 of under Delaware Law; provided that if, after law or California Law shall effectively withdraw or lose (through failure to perfect or otherwise) the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 then, as of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as later of the Effective Time or the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive the Merger Consideration consideration as determined in accordance with Section 2.03(a)1.2 herein by applying the applicable Exchange Ratio, without interest thereon, upon surrender of such Certificate formerly the certificate representing such share shares of PBC common stock or transfer PBC preferred stock. PBC shall give the Company (i) prompt notice of any written demands for appraisal of any shares of PBC common stock, withdrawals of such Uncertificated Sharedemands, and any other instruments served pursuant to Delaware law and received by PBC which relate to any such demand for appraisal and (ii) the opportunity to participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal under California law. PBC shall not, except with the prior written consent of the Company or as may be required by applicable law, voluntarily make any payment with respect to any demands for appraisal of PBC common stock or PBC preferred stock, as the case may be. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, settle any such demands. Any payments made in respect of Dissenting Shares shall be made by PBC or the Company as the case may be.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Capital Stock issued and (other than any such shares to be canceled pursuant to Section 1.6(b)) outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder Stockholder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who has properly exercised the right to demand appraisal rights of for such shares in accordance with Section 262 of Delaware Law (any of such shares being referred to collectively as the shares, “Dissenting Shares” until such time as such holder fails to perfect”), withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a or be exchangeable for the right to receive a portion of the Merger Consideration but instead shall be entitled unless and until such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal and payment of the appraised value of such shares in accordance with Section 262 of under Delaware Law; provided that if. If, after the Effective Time, any such holder Stockholder fails to perfect, perfect or withdraws or loses such holder’s his, her or its right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction such Dissenting Shares shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock 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 Consideration in accordance with Section 2.03(a)to which such Stockholder is entitled, without interest thereoninterest. Prior to the Effective Time, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide Parent (a) give Purchaser reasonably prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time Capital Stock pursuant to Delaware Law that relates to such demandLaw, and Parent shall have (b) give Purchaser the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except demands and (c) will not, except with the prior written consent of ParentPurchaser (which such consent will not be unreasonably withheld), the Company shall not make any payment with respect to, to any demands for appraisal or offer to settle or settle, settled any such demands. Any portion of the Merger Consideration made available to the Paying Agent in respect of any Dissenting Shares shall be, upon Purchaser’s request, returned to Purchaser by the Paying Agent to the extent that Purchaser makes payment to the holder of such Dissenting Shares directly in exchange for those Dissenting Shares.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, the Shares (other than shares of Company Common Stock issued to be cancelled in accordance with Sections 1.7(b) and 1.7(c)) outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who has properly exercised demanded appraisal rights of for such shares in accordance with Section 262 of the Delaware Law and Chapter 13 of the California Corporations Code (such shares being referred to collectively as the “California Law”) (“Dissenting Shares” until such time as such holder fails to perfect”), withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a or be exchangeable for the right to receive such Stockholder’s applicable portion of the Merger Consideration but instead shall be entitled unless and until such holder fails to perfect or withdraws or otherwise loses his right to appraisal and payment of under the appraised value of such shares in accordance with Section 262 of Delaware Law and California Law; provided that if. If, after the Effective Time, any such holder fails to perfect, perfect or withdraws or loses such holder’s his right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction such Dissenting Shares shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall thereupon be treated as if they had have been converted as of the Effective Time into the right to receive such Stockholder’s portion of the Merger Consideration Consideration, if any, to which such holder is entitled in accordance with Section 2.03(a)1.7 hereof, without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beinterest. The Company shall provide Parent give Purchaser (i) reasonably prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered pursuant to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have California Law and (ii) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except The Company shall not, except with the prior written consent of ParentPurchaser, the Company shall not make any payment with respect to, or settle or offer to settle or settle, such demands. Any communication to be made by the Company to any Stockholder with respect to such demands shall be submitted to Purchaser in advance and shall not be presented to any Stockholder prior to the Company receiving Purchaser’s consent. Notwithstanding anything to the contrary contained herein, to the extent that Purchaser, the Surviving Corporation or the Company (i) makes any payment or payments in respect of any Dissenting Shares in excess of the consideration that otherwise would have been payable in respect of such Shares in accordance with this Agreement or (ii) any Damages (including reasonable attorneys’ and consultants’ fees, costs and expenses and including any such demandsreasonable fees, costs and expenses incurred in connection with investigating, defending against or settling any action or proceeding) in respect of any Dissenting Shares (excluding payments for such shares) ((i) and (ii) together “Excess Dissenting Share Payments”), Purchaser shall be entitled to recover the amount of such Excess Dissenting Share Payments in accordance with the terms, and subject to the limitations, of Article IX hereof.

Dissenting Shares. Notwithstanding anything herein to the contrary, to the extent that holders of Company Common Stock are entitled to appraisal rights under Section 2.03262 of Delaware Law, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a respect to which the holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who thereof has properly exercised his or her demand for appraisal rights of such shares in accordance with under Section 262 of Delaware Law (such shares being referred to collectively as the “"Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares") shall not be converted into a the right to receive the Merger Consideration Consideration, but instead the holders of such Dissenting Shares shall be entitled to payment of the appraised value of receive such shares in accordance with consideration as shall be determined pursuant to Section 262 of Delaware Law; provided provided, however, that if, after the Effective Time, if any such holder fails shall have failed to perfect, withdraws timely perfect or loses such holder’s shall have effectively withdrawn or lost his or her right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of appraisal under Delaware Law, such holder's shares of Company Common Stock shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the applicable Merger Consideration in accordance with Section 2.03(a)Consideration, without any interest thereon, upon surrender and such shares shall no longer be Dissenting Shares. At the Effective Time, any holder of such Certificate formerly representing such share or transfer Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of such Uncertificated Share, Delaware Law and as the case may beprovided in this Section 3.6. The Company shall provide Parent will give Buyer (i) prompt written notice of any demands received by the Company for appraisal of shares appraisals of Company Common Stock, any withdrawal attempted withdrawals of any such demand demands and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to Delaware Law that relates and received by the Company relating to such demand, stockholders' rights of appraisal and Parent shall have (ii) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such notices and demands. Except The Company shall not, except with the prior written consent of ParentBuyer, the Company shall not voluntarily make any payment with respect toto any demands for appraisal or settle, or offer to settle or agree to settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company any Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder (a "DISSENTING STOCKHOLDER") who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who has properly exercised demanded appraisal rights of for such shares Common Shares in accordance with Section 262 of Delaware Law the DGCL (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares"DISSENTING SHARES") shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of at the appraised value of such shares Effective Time in accordance with Section 262 SECTION 2.01(a) hereof, but shall represent and become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of Delaware Law; provided that ifthe State of Delaware, unless and until such holder fails to perfect or withdraws or otherwise loses such holder's right to appraisal and payment under the DGCL. If, after the Effective Time, such holder fails to perfect, perfect or withdraws or otherwise loses such holder’s 's right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such former Dissenting Shares held by such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the a right to receive receive, upon surrender as provided above, the Merger Consideration Consideration, without any interest thereon, in accordance with Section 2.03(aSECTION 2.01(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide give Parent and Merger Sub prompt written notice of any demands received by the Company for appraisal of shares Common Shares, withdrawals of Company Common Stock, any withdrawal of any such demand demands and any other demand, notice or instrument delivered instruments served pursuant to the DGCL and received by the Company prior to the Effective Time pursuant to Delaware Law that relates to such demandwith respect thereto, and Parent Merger Sub shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demands. Except The Company shall not, except with the prior written consent of ParentMerger Sub, the Company shall not (x) make any payment with respect toto any such demand, (y) settle or offer to settle or settle, any such demandsdemand or (z) waive any failure to timely deliver a written demand for appraisal or waive any failure to timely take any other action to perfect appraisal rights in accordance with the DGCL.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder Stockholder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing or executed an enforceable waiver of appraisal rights to the extent permitted by applicable Law, and who has properly exercised its appraisal rights of with respect to such shares (the “Dissenting Shares”) in accordance with Section 262 of Delaware Law the DGCL (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such sharesDissenters’ Rights Statute”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment applicable portion of the appraised value Merger Consideration, but shall instead have the rights set forth in the Dissenters’ Rights Statute unless such Stockholder subsequently withdraws its demand for appraisal or waives, fails to perfect or otherwise loses such Stockholder’s appraisal rights, if any (in which case such Shares shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of such shares the Effective Time, the right to receive the applicable portion of the Merger Consideration). At the Effective Time, Stockholders holding Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided under applicable Law and as provided in accordance with this Section 262 of Delaware Law; provided that if1.6. If, after the Effective Time, such holder Stockholder fails to perfect, withdraws perfect or loses any such holder’s right to appraisal, pursuant to Section 262 each such Dissenting Share of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock Stockholder shall be treated as if they a Share that had been converted as of the Effective Time into the right to receive the applicable portion of the Merger Consideration Consideration, without interest, in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be1.7. The Company shall provide give Parent (i) prompt written notice of any demands for (x) the Company to purchase the Stockholder’s Shares for cash received by the Company for or (y) appraisal received by the Company pursuant to the applicable provisions of shares of Company Common Stock, any withdrawal the DGCL and withdrawals or attempted withdrawals of any such demand demands, and any other demand, notice or instrument delivered to the Company (ii) prior to the Effective Time pursuant to Delaware Law that relates to such demandClosing, and Parent shall have the opportunity and right to participate in and, after the Closing, the right to direct and control all negotiations and Proceedings proceedings with respect to any such demands. Except with Prior to the Effective Time, the Company shall not, without the prior written consent of the Parent, the Company shall not make any payment with respect to, or settle, offer to settle or settleotherwise negotiate, any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.03‎3.1, shares of Company Common Stock Shares issued and outstanding immediately prior to the Starship Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares Company Shares in accordance with Section 262 of Delaware Law the DGCL (such shares Company Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws perfect or otherwise loses such holder’s appraisal rights under Delaware Law the DGCL with respect to such sharesCompany Shares) shall not be converted into a right to receive a portion of the Merger Consideration Company Stockholder Consideration, but instead shall entitle the holder thereof only to such rights as may be entitled to payment of the appraised value of such shares in accordance with granted under Section 262 of Delaware Lawthe DGCL; provided provided, however, that if, after the Starship Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, appraisal pursuant to Section 262 of Delaware Law 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 Delaware Lawthe DGCL, such shares of Company Common Stock Shares shall be treated as if they had been converted as of the Starship Effective Time into the right to receive the Merger Consideration in accordance with portion of the Company Stockholder Consideration, if any, to which such holder is entitled pursuant to Section 2.03(a)‎3.1, without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide Parent SPAC prompt written notice of any demands received by the Company for appraisal of shares of Company Common StockShares, any written withdrawal of any such demand and any other written demand, notice or instrument delivered to the Company prior to the Starship Effective Time pursuant to Delaware Law the DGCL that relates to such demand, and Parent SPAC shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of ParentSPAC, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03any other provisions of this Agreement to the contrary, any shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled and with respect to which the holder thereof has properly demanded appraisal rights in accordance with Section 2.03(b)) Texas Law, and held by a holder who has not voted in favor of adoption of this Agreement effectively withdrawn or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses lost such holder’s appraisal rights under Delaware Texas Law with respect to such shares) (collectively, the “Dissenting Shares”), shall not be converted into or represent a right to receive the Merger Consideration applicable consideration for Company Capital Stock set forth in Section 1.6(b)(i) but instead the holder thereof shall only be entitled to payment such rights as are provided by Texas Law. Notwithstanding the provisions of the appraised value this Section 1.6(b)(iii), if any holder of such shares in accordance with Section 262 of Delaware Law; provided that if, after the Effective Time, such holder fails Dissenting Shares shall effectively withdraw or lose (through failure to perfect, withdraws perfect or loses otherwise) such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware appraisal rights under Texas Law, such shares then, as of Company Common Stock shall be treated as if they had been converted as 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 in accordance with Section 2.03(a), without interest thereonreceive, upon surrender of such Certificate formerly the certificate representing such share or transfer of such Uncertificated Shareshares, as upon the case may beterms set forth in this Section 1.6 and throughout this Agreement (including the indemnification and escrow provisions set forth in Article VII), the consideration for Company Capital Stock set forth in Section 1.6(b)(i) without interest thereon. The Company After the Closing, Parent shall provide Parent give the Stockholder Representative (A) prompt written notice of any demands written demand for appraisal received by Parent and/or any of its Affiliates (including the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered Surviving Corporation) pursuant to the Company prior to the Effective Time pursuant to Delaware applicable provisions of Texas Law that relates to such demand, and Parent shall have (B) the opportunity and right to participate in control all negotiations and Proceedings proceedings with respect to such demands. Except Neither Parent nor any of its Affiliates (including the Surviving Corporation), on the one hand, nor the Stockholder Representative, on the other hand, shall make any payment with respect to any such demands or offer to settle or settle any such demands without the prior written consent of Parentthe other party, such consent not to be unreasonably withheld. After the Company Closing, any communication to be made by Parent and/or any of its Affiliates (including the Surviving Corporation), on the one hand, and the Stockholder Representative, on the other hand, to any such demanding Stockholder with respect to such demands shall be submitted to the other party in advance and shall not make any payment with respect to, or offer be presented to settle or settle, any such demandsdemanding Stockholder prior to such Person receiving the other party’s written consent, such consent not to be unreasonably withheld.

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than and that are held by holders of such shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor as of adoption of this Agreement or consented thereto in writing and who has the Effective Time have properly exercised appraisal rights of such shares with respect thereto (“Dissenting Common Stock”) in accordance with Section 262 of Delaware Washington Law (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a exchangeable for the right to receive the Merger Consideration but instead Consideration, and holders of such shares of Dissenting Common Stock shall be entitled to receive payment of the appraised value of such shares of Dissenting Common Stock in accordance with Section 262 the provisions of Delaware Washington Law unless and until such holders fail to perfect or effectively withdraw or otherwise lose their rights to appraisal and payment under Washington Law; provided that if. If, after the Effective Time, any such holder fails to perfect, perfect or effectively withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Lawright, such shares of Company Dissenting Common Stock shall thereupon be treated as if they had been converted as of into, at the Effective Time into Time, the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, without any interest thereon. Notwithstanding anything to the contrary contained in this Section 2.3, upon surrender if this Agreement is terminated prior to the Effective Time, then the right of any Company Shareholder to be paid the fair value of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beholder’s Dissenting Common Stock pursuant to Washington Law shall cease. The Company shall provide give Parent (i) prompt written notice of any demands received by the Company for appraisal appraisals of, or payment of the fair value for, shares of Company Dissenting Common Stock, any withdrawal withdrawals of any such demand demands, and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to Delaware Washington Law that relates to such demand, received by Company and Parent shall have (ii) the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under Washington Law. Except Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, to any demands for appraisals or offer to settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding Section 2.03any other provision of this Agreement to the contrary, shares of Company Common Stock issued and Shares that are outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and that are held by a holder shareholders who has shall have not voted in favor of adoption of this Agreement or consented thereto in writing the Merger and who has properly exercised appraisal rights of shall have demanded payment for such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as collectively, the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided 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 Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into represent the right to receive the Merger Consideration Consideration. Such shareholders instead shall be entitled to receive payment of the fair value of such shares held by them, plus accrued interest, in accordance with Section 2.03(a)the provisions of Delaware Law, except that all Dissenting Shares held by shareholders who shall have failed to perfect or otherwise lost their rights to appraisal of such shares under Delaware Law shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.5 of the certificate or certificates that, immediately prior to the Effective Time, evidenced such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beshares. The Company shall provide Parent give the Buyer (i) prompt written notice of any written demands for payment of fair value of any Company Shares, attempted withdrawals of any such demands or any other instruments served pursuant to Delaware Law and received by the Company for appraisal relating to shareholders’ rights to demand payment of shares fair value of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demandShares, and Parent shall have (ii) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demandsdemands under Delaware Law consistent with the obligations of the Company thereunder. Except The Company shall not, except with the prior written consent of Parentthe Buyer, the Company shall not (x) make any payment with respect toto such demand, or (y) offer to settle or settle, settle any such demandsdemand for appraisal or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law.

Dissenting Shares. Notwithstanding Section 2.03, shares of Company Common Stock issued and outstanding immediately prior anything contained herein to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “contrary, any Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) Shares shall not be converted into a the right to receive the Merger Consideration cash amount provided for in Section 2.2(b), but shall instead shall be converted into the right to receive such consideration as may be determined to be due with respect to any such Dissenting Shares pursuant to California Law and/or Delaware Law. Each holder of Dissenting Shares who, pursuant to the provisions of California Law and/or Delaware Law, becomes entitled to payment of the appraised value of thereunder for such shares shall receive payment therefor in accordance with Section 262 of California Law and/or Delaware Law; provided that ifLaw (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, such holder fails to perfectany Dissenting Shares shall lose their status as Dissenting Shares, withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, then any such shares of Company Common Stock shall immediately be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with cash payable pursuant to Section 2.03(a2.2(b), without interest thereonsubject to the provisions of Section 2.3(e) and Section 2.4, upon surrender in respect of such Certificate formerly representing shares as if such share or transfer of such Uncertificated Shareshares never had been Dissenting Shares, and Acquirer shall issue and deliver to the holder thereof, as promptly as reasonably practicable, following the case may besatisfaction of the applicable conditions set forth in Section 6.2, the amount of consideration to which such holder would be entitled in respect thereof under Section 2.2 as if such shares never had been Dissenting Shares. The Company shall provide Parent give Acquirer (i) prompt written notice of any demands for appraisal or purchase received by the Company, withdrawals of such demands, and any other instruments served pursuant to California Law and/or Delaware Law and received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to (ii) the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal or purchase under California Law and/or Delaware Law. Except The Company shall not, except with the prior written consent of ParentAcquirer, the Company shall not or as otherwise required under California Law and/or Delaware Law, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle or settle, any such demandsclaim or demand in respect of any Dissenting Shares. The payout of consideration under this Agreement to the stockholders of the Company (other than to holders of Dissenting Shares who shall be treated as provided in this Section 2.3 and under California Law and/or Delaware Law) shall not be affected by the exercise or potential exercise of appraisal rights or dissenters’ rights under California Law and/or Delaware Law by any other stockholder of the Company.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has that have not been voted in favor of for adoption of this Agreement or consented thereto in writing and who has properly exercised with respect to which appraisal rights of such shares shall have been properly perfected in accordance with Section 262 Chapter 23B.13 of Delaware the Washington Corporate Law (such shares being referred to collectively as the “"Company Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares") shall not be converted into a the right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided that ifthis Agreement, at or after the Effective Time, unless and until the holder of such Company Dissenting Shares withdraws its demand for such appraisal in accordance with the Washington Corporate Law or becomes ineligible for such appraisal. If a holder fails to perfectof Company Dissenting Shares shall withdraw its demand for such appraisal in accordance with the Washington Corporate Law or shall become ineligible for such appraisal, withdraws then, as of the later of the Effective Time or loses the occurrence of such event, such holder’s right 's Company Dissenting Shares shall cease to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of be Company Common Stock Dissenting Shares and shall be treated as if they had been deemed to have converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender into which its Company Common Stock would otherwise have converted as of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beEffective Time pursuant to this Agreement. The Company shall provide give prompt notice to Parent prompt written notice of any demands received by the Company for appraisal of any shares of Company Common Stock, any withdrawal capital stock of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demandCompany, and Parent shall have the opportunity and right to participate in all negotiations negotiations, proceedings, and Proceedings settlements with respect to such demands. Except with Before the Effective Time, the Company shall not, without the prior written consent of Parent, the Company which consent shall not be unreasonably withheld, make any payment with respect to, or settle or offer to settle or settle, any such demandsdemands or agree to do any of the foregoing.

Dissenting Shares. Notwithstanding anything contained in Section 2.032.2 to the contrary and notwithstanding any conversion of Tranche B Notes, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time (other than and are held by Persons who comply with all of the provisions of the IBCL concerning the right of such Persons to demand appraisal of their shares of Company Common Stock canceled in accordance connection with Section 2.03(b)) the Merger (such holders are “Dissenting Shareholders” and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the are “Dissenting Shares” until such time as such holder fails to perfect”), withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a the right to receive the Merger Consideration Consideration, but instead shall only become the right to receive such consideration as may be entitled determined to payment be due such Dissenting Shareholder pursuant to the IBCL and other applicable Laws of the appraised value State of such Indiana; provided, however, that if any Dissenting Shareholder who demands appraisal of his or her shares in accordance with Section 262 of Delaware Law; provided that ifCommon Stock under the IBCL effectively withdraws or loses (through failure to perfect or otherwise) his or her right to appraisal, after then as of the Effective Time, or the occurrence of such holder fails to perfectevent, withdraws or loses whichever occurs later, such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, without interest thereon, upon surrender of and such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beholder shall no longer be a Dissenting Shareholder. The Company Corporation shall provide give the Parent (a) prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal and any other related instruments received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand Corporation after the date hereof and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have (b) the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal. Except The Corporation shall not voluntarily make any payment with respect to any demands for appraisal and shall not, except with the prior written consent of the Parent, the Company shall not make any payment with respect to, settle or offer to settle or settle, any such demandsdemand.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder shareholder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who has properly exercised appraisal rights complied with applicable provisions of such shares in accordance with Section 262 of Delaware Law the MBCA (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares”) shall not be converted into a right to receive the Merger Consideration but instead Consideration, unless such shareholder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal. From and after the Effective Time, a shareholder who has properly exercised such appraisal rights shall not have any rights of a shareholder of Company or the Surviving Entity with respect to shares of Company Common Stock, except those provided under applicable provisions of the MBCA (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”). A Dissenting Shareholder shall be entitled to receive payment of the appraised value of such shares each share of Company Common Stock held by him in accordance with Section 262 the applicable provisions of Delaware Law; provided that ifthe MBCA, unless, after the Effective Time, such holder shareholder fails to perfect, perfect or withdraws or loses such holder’s his, her or its right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, in which case such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Merger Consideration in accordance with Section 2.03(a)Consideration, without interest thereon, upon surrender of such Certificate formerly representing such share his, her or transfer of such Uncertificated Share, as the case may beits Certificates pursuant to Section 2.06. The Company shall provide Parent give Buyer prompt written notice of any written demands received by the Company for appraisal appraisal, attempted withdrawals of shares of Company Common Stocksuch demands, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to Delaware applicable Law that relates received by Company relating to such demand, and Parent shareholders’ rights of appraisal. Buyer shall have the opportunity and right to participate in direct all discussions, negotiations and Proceedings proceedings with respect to any such demandsdemands for appraisal. Except Company shall not, except with the prior written consent of ParentBuyer, the Company shall not make voluntarily make, or offer to make, any payment with respect to, or settle or offer to settle or settle, any such demandsdemand for appraisal. Company shall not waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Shareholder as may be necessary to perfect appraisal rights under the MBCA. Any payments made in respect of Dissenting Shares shall be made by Buyer as the Surviving Entity.

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, if required by the ORC, but only to the extent required thereby, shares of Company Common Stock which are issued and outstanding immediately prior to the Effective Time (other than and which are held by holders of such shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has have properly exercised appraisal rights of such shares with respect thereto in accordance with Section 262 of Delaware Law the ORC (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares”) shall not be converted into a or represent the right to receive the Merger Consideration but instead Closing Consideration, and holders of such shares of Company Stock shall be entitled to receive payment of the appraised fair value of such shares of Company Stock in accordance with Section 262 the provisions of Delaware Law; provided that ifthe ORC unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the ORC. If, after the Effective Time, any such holder fails to perfect, perfect or effectively withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Lawright, such shares of Company Common Stock shall thereupon be treated as if they had been converted as of into and represent, at the Effective Time into Time, the right to receive the applicable Merger Consideration in accordance with Section 2.03(a)Consideration, without any interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide Parent give Buyer and Merger Sub prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal and any other related instruments received by the Company. The Company for appraisal of shares of Company Common Stockshall not, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except except with the prior written consent of ParentBuyer, the Company shall not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle or settle, any such demandsdemand. Any Stockholder who becomes entitled under the ORC to payment for Dissenting Shares shall receive payment therefor from the Paying Agent (up to the amount set forth in the Consideration Spreadsheet attributable to the Dissenting Shares) and the Surviving Corporation after the amount thereof shall have been agreed upon or finally determined pursuant to the ORC and any such Dissenting Shares shall be cancelled.

Dissenting Shares. Notwithstanding Section 2.03, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b2.02(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws perfect or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided 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 Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a2.02(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or notice, instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates relate to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demandsdemands under the applicable provisions of Delaware Law. Except with the prior written consent of Parent, or to the extent required by Applicable Law, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and which are held by a holder stockholder who has did not voted vote in favor of adoption of this Agreement the Merger (or consented consent thereto in writing writing) and who has is entitled to demand and properly exercised demands appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect”) pursuant to, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Stockholders”), shall not be converted into a or be exchangeable for the right to receive the Per Share Merger Consideration Consideration, but instead such holder shall be entitled only to payment of the appraised value of such shares in accordance with rights as are accorded under Section 262 of Delaware Law; provided that if, after the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holder fails shall cease to perfecthave any rights with respect thereto, withdraws except the rights set forth in Section 262 of the DGCL), unless and until such holder shall have failed to perfect or loses shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction Shares shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall thereupon be treated as if they had been converted into the right to receive, as of the Effective Time into Time, the right to receive the Per Share Merger Consideration for each such Share, in accordance with Section 2.03(a)3.1, without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beinterest. The Company shall provide give Parent prompt written notice of any demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to Applicable Laws that are received by the Company for appraisal relating to Company stockholders’ rights of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and appraisal. Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal by Company stockholders under the DGCL. Except The Company shall not, except with the prior written consent of ParentParent (not to be unreasonably withheld, the Company shall not delayed or conditioned), voluntarily make any payment with respect toto any demands for appraisal, or offer to settle or settle, settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding Section 2.03, shares of Company Common Stock issued and outstanding immediately prior anything in this Agreement to the Effective Time (other than shares of contrary, Company Common Stock canceled in accordance with Section 2.03(b)) and Shares held by a holder holders thereof who has have not voted such Company Shares in favor of the adoption of this Agreement or consented thereto in writing and who has the Merger and with respect to which dissenters’ rights shall have been properly exercised appraisal rights of such shares and perfected in accordance with Section 262 of Delaware Law the DGCL (such shares being referred to collectively as the “Dissenting Shares” until ”, with such time as such holder fails holders thereof referred to perfectherein as, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) the “Dissenting Stockholders”), shall not be converted into a or represent the right to receive the Merger Consideration but instead consideration which the holders of Outstanding Company Shares are entitled to receive pursuant to Section 4.1, and holders of such Dissenting Shares shall be entitled to receive only the payment of the appraised value of such shares in accordance with provided for by Section 262 of Delaware Law; provided that ifthe DGCL, unless and until such holders fail to perfect or effectively withdraw or otherwise lose their rights to demand payment under the DGCL. If, after the Effective Time, any such holder fails to perfect, perfect or effectively withdraws or loses such holder’s right, such Dissenting Shares shall thereupon cease to be “Dissenting Shares” and shall be deemed to have been converted into and have become exchangeable for, as of the Effective Time, as described in Section 4.1, the right to appraisalreceive the consideration set forth in such provisions, without any interest thereon. Company shall give EFX prompt notice of any demands for payment for Dissenting Shares pursuant to Section 262 of Delaware Law or if a court the DGCL received by Company, withdrawals of competent jurisdiction shall determine that such holder is not entitled demands, and any other instruments served pursuant to the relief provided DGCL and received by Company and EFX shall direct all negotiations and proceedings with respect to demands for payment pursuant to Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beDGCL. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stocknot, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except except with the prior written consent of ParentEFX or as otherwise required by applicable law, the Company shall not make any payment with respect to, to any such demands for payment or offer to settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding Section 2.03If, shares in connection with the Merger, holders of Company Common Capital Stock issued and outstanding immediately prior are entitled to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal dissenters' rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred pursuant to collectively as the “California Law, any Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) Shares shall not be converted into a right to receive the Merger Consideration cash as provided in Section 2.1(b), but instead shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to California Law. Each holder of Dissenting Shares who, pursuant to the provisions of California Law, becomes entitled to payment of the appraised fair market value of such shares shall receive payment therefor in accordance with Section 262 of Delaware Law; provided that if, California Law (but only after the Effective Time, such holder value therefor shall have been agreed upon or finally determined pursuant to California Law). In the event that any Company Shareholder fails to perfect, withdraws make an effective demand for payment or loses such holder’s right fails to appraisal, pursuant perfect its dissenters' rights as to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such its shares of Company Common Capital Stock or any Dissenting Shares shall otherwise lose their status as Dissenting Shares, then any such shares shall immediately be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration consideration issuable pursuant to Article 2 in accordance with respect of such shares had such shares never been Dissenting Shares, and Acquiror shall issue and deliver to the holder thereof, at (or as promptly as reasonably practicable after) the applicable time or times specified in Section 2.03(a)7.2, following the satisfaction of the applicable conditions set forth in Section 7.2, the cash, without interest thereon, upon surrender to which such Company Shareholder would have been entitled under Section 2.1(b) with respect to such shares, subject to the provisions of such Certificate formerly representing such share or transfer Section 2.1(e) (regarding the continuation of such Uncertificated Share, as vesting and repurchase rights) and Section 2.3 (regarding the case may bewithholding of the Escrow Cash). The Company shall provide Parent give Acquiror prompt written notice (and in no event more than two business days) of any demands demand received by the Company for appraisal of shares Company Capital Stock or notice of exercise of a Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demandShareholder's dissenters' rights, and Parent Acquiror shall have the opportunity and right to participate in control all negotiations and Proceedings proceedings with respect to any such demandsdemand. Except The Company agrees that, except with the Acquiror's prior written consent of Parentconsent, the Company it shall not voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle or settle, any such demandsdemand for appraisal or exercise of dissenters' rights.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.032.01, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)Cancelled Shares) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law the KBCA (such shares of Company Common Stock being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws perfect or otherwise waives, withdraws, or loses such holder’s appraisal rights under Delaware Law the KBCA with respect to such shares) shall not be converted into a right to receive the Merger Consideration Consideration, but instead shall be entitled to payment of only such rights as are granted by the appraised value of such shares in accordance with Section 262 of Delaware LawKBCA; provided provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws waives, withdraws, or loses such holder’s right to appraisal, appraisal pursuant to Section 262 of Delaware Law the KBCA or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Lawthe KBCA, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a2.01(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Book-Entry Share, as the case may be. The Company shall provide Parent American Resources prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any waiver or withdrawal of any such demand demand, and any other demand, notice notice, or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent American Resources shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of ParentAmerican Resources, the Company shall not make any payment with respect to, or settle, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of any Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder Company Stockholder who has not voted in favor of or consented to the adoption of this Agreement or consented thereto in writing and who is entitled to demand and has properly exercised demanded appraisal rights of for such shares Company Stock in accordance with Section 262 the DGCL, and who, as of Delaware Law the Effective Time, has not effectively withdrawn or lost such appraisal rights (such shares being referred to collectively as the Company Stock, “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares”) shall not be converted into a or be exchangeable for the right to receive a portion of the Merger Total Consideration but instead and, instead, shall be entitled to payment of only those rights as set forth in the appraised value of such shares in accordance with Section 262 of Delaware Law; provided that ifDGCL. If, after the Effective Time, any such holder fails to perfect, perfect or withdraws or loses such holder’s his, her or its right to appraisalappraisal under the DGCL, pursuant with respect to Section 262 any Dissenting Shares, upon surrender of Delaware Law or if a court of competent jurisdiction shall determine that the certificate(s) representing such holder is not entitled to the relief provided by Section 262 of Delaware LawDissenting Shares, such shares of Company Common Stock Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with portion of the Total Consideration, if any, to which such Company Stock is entitled pursuant to Section 2.03(a)3.01, without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beinterest. The Company shall provide Parent give Acquiror (a) prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal attempted withdrawals of any such demand demands, and any other demand, notice or instrument delivered instruments received by the Company relating to rights of appraisal with respect to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demandMerger, and Parent shall have (b) the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to any exercise of such demandsappraisal rights under the DGCL. Except as required by Law, the Company shall not, except with the prior written consent of ParentAcquiror, the Company shall not voluntarily make any payment with respect toto any Dissenting Shares or any demands for payment of fair value for capital stock of the Company, or offer to settle or settlesettle any such demands, waive any failure to timely deliver a written demand for appraisal or timely take any other action required to perfect appraisal rights in accordance with the DGCL or approve any withdrawal of any such demands.

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, shares of Company Common Stock Capital Shares issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares Company Capital Shares in accordance with Section 262 of Delaware Law the DGCL (such shares Company Capital Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws perfect or otherwise loses such holder’s appraisal rights under Delaware Law the DGCL with respect to such sharesCompany Capital Shares) shall not be converted into a right to receive a portion of the Merger Consideration Consideration, but instead shall be entitled canceled and shall cease to payment of exist and shall instead represent the appraised value of right only to such shares in accordance with Section 262 of Delaware Lawrights as are granted by the DGCL; provided provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, appraisal pursuant to Section 262 of Delaware Law 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 Delaware Lawthe DGCL, such shares of Company Common Stock Capital Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the applicable portion of the Merger Consideration in accordance with Consideration, if any, to which such holder is entitled pursuant to Section 2.03(a)2.8, without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide Parent Buyer prompt written notice of any demands received by the Company for appraisal of shares of Company Common StockCapital Shares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law the DGCL that relates to such demand, and Parent Buyer shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of ParentBuyer, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled Shares cancelled in accordance with Section 2.03(b2.6(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares Shares in accordance with Section 262 of Delaware Law the DGCL (such shares Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws perfect or otherwise loses such holder’s appraisal rights under Delaware Law the DGCL with respect to such sharesShares) shall not be converted into a right to receive a portion of the Merger Consideration Consideration, but instead shall be entitled to payment of the appraised value of only such shares in accordance with rights as are granted by Section 262 of Delaware Lawthe DGCL; provided provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, appraisal pursuant to Section 262 of Delaware Law 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 Delaware Lawthe DGCL, such shares of Company Common Stock Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Merger Consideration in accordance with Consideration, if any, to which such holder is entitled pursuant to Section 2.03(a2.6(b), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide Parent Buyer prompt written notice of any demands received by the Company for appraisal of shares of Company Common StockShares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law the DGCL that relates to such demand, and Parent Bxxxx shall have the opportunity and right to participate in direct all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of ParentBuyer, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything to the contrary set forth in this Agreement, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)Cancelled Shares and the Carry-Forward Share) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law the DGCL (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Lawthe DGCL; provided provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to appraisal, appraisal pursuant to Section 262 of Delaware Law 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 Delaware Lawthe DGCL, such shares of Company Common Stock Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a1.4(b)(i), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide Parent Newco prompt written notice of any demands received by the Company for appraisal of shares of Company Common StockShares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent Newco shall have the opportunity and right to participate in and direct all negotiations and Legal Proceedings with respect to such demands. Except with the prior written consent of ParentNewco, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything to the contrary in this Agreement, but only to the extent required by the DGCL, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto (in writing writing) to the Merger and who has properly exercised demanded appraisal rights of for such shares of Company Common Stock in accordance with Section 262 of Delaware Law the DGCL (such shares being referred to collectively as collectively, the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares"DISSENTING SHARES") shall not be converted into a the right to receive the Merger Consideration Consideration, but instead shall be entitled converted into the right to payment of receive such cash consideration as determined to be due to such holder as provided in the appraised value of such shares in accordance with Section 262 of Delaware Law; provided that ifDGCL. If, after the Effective Timehowever, such holder withdraws his, her or its demand for appraisal or fails to perfectperfect or otherwise loses his, withdraws her or loses such holder’s its right to of appraisal, in any case, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that the DGCL, then such holder is not entitled to the relief provided by Section 262 of Delaware Law, such holder's shares of Company Common Stock shall be treated as if they had having been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(apursuant to SECTION 1.8(a), without any interest thereon, upon surrender of such Certificate formerly the certificate or certificates representing such share or transfer of such Uncertificated Share, as the case may beshares. The Company shall provide Parent with (a) prompt written notice of any all demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand Stock that are received by Company and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have (b) the opportunity and right to participate in and direct all negotiations and Proceedings proceedings with respect to all such demands. Except with Company shall not, without the prior written consent of Parent, the Company shall not make any payment with respect to, settle or offer to settle or settle, or otherwise negotiate any such demands. Any portion of the funds made available to the Paying Agent pursuant to SECTION 2.1 that is not distributed to holders of shares of Company Common Stock pursuant to the other provisions of this ARTICLE 2 because such holders properly exercised and perfected their dissenters' rights with respect to thereto in accordance with the DGCL may be paid to the holders of such Dissenting Shares upon written instructions from Parent to the Paying Agent.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company any Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing the Merger (a “Dissenting Stockholder”) and who has properly exercised demanded appraisal rights of for such shares Common Shares in accordance with Section 262 of Delaware Law the DGCL (such shares being referred to collectively as the each, a “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of at the appraised value of such shares Effective Time in accordance with Section 262 2.01(a) hereof, but shall represent and become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the Laws of Delaware Law; provided that ifthe State of Delaware, after the Effective Time, unless and until such holder fails to perfect, perfect or withdraws or otherwise loses such holder’s right to appraisal and payment under the DGCL. If a Dissenting Stockholder fails to perfect appraisal rights in accordance with the DGCL, or if such holder withdraws or otherwise loses such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such former Dissenting Shares held by such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive receive, upon surrender as provided above, the Merger Consideration Consideration, without any interest or dividends thereon, in accordance with Section 2.03(a2.01(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide give Parent prompt written notice of any demands received by the Company for appraisal of shares Common Shares, withdrawals of Company Common Stock, any withdrawal of any such demand demands and any other demand, notice or instrument delivered instruments served pursuant to the Company prior to DGCL and received by the Effective Time pursuant to Delaware Law that relates to such demandCompany, and Parent shall have the opportunity and right to participate in and, after the Effective Time, to direct, all negotiations and Proceedings proceedings with respect to such demands. Except The Company shall not, except with the prior written consent of ParentParent or as required under the DGCL, the Company shall not make any payment with respect to, to any demands for appraisal or offer to settle or settle, settle any such demands.

Dissenting Shares. Notwithstanding Section 2.03any other provisions of this Agreement to the contrary, any shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled and with respect to which the holder thereof has properly demanded and perfected appraisal rights in accordance with Section 2.03(b)) Delaware Law, and held by a holder who has not voted in favor of adoption of this Agreement effectively withdrawn or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses lost such holder’s appraisal rights under Delaware Law with respect to such shares) (collectively, the “Dissenting Shares”), shall not be converted into or represent a right to receive the Merger Consideration applicable consideration for Company Capital Stock set forth in Section 1.3(b)(i), but instead the holder thereof shall only be entitled to payment of the appraised value of such shares in accordance with Section 262 of rights as are provided by Delaware Law; provided that if, as applicable (but only after the Effective Timevalue therefor shall have been agreed upon or finally determined pursuant to such provisions). Notwithstanding the provisions of this Section 1.3(b)(ix), such if any holder fails of Dissenting Shares shall effectively withdraw or lose (through failure to perfect, withdraws perfect or loses otherwise) such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of appraisal rights under Delaware Law, such shares then, as of Company Common Stock shall be treated as if they had been converted as 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 consideration for Company Capital Stock, as applicable, set forth in accordance with Section 2.03(a1.3(b)(i), without interest thereon, upon surrender subject to the terms and conditions set forth in this Section 1.3 and throughout this Agreement (including the indemnification provisions set forth in Article IX, and delivery of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beExchange Documents in the manner provided in Section 2.3(b)). The Company shall provide Parent give Acquiror prompt written notice of any demands written demand for appraisal received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered pursuant to the applicable provisions of Delaware Law. The Company prior to the Effective Time pursuant to Delaware Law that relates to such demandshall not, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except except with the prior written consent of Parent, the Company Acquiror (which shall not be unreasonably withheld, conditioned, or delayed), make any payment with respect to, to any such demands or offer to settle or settle, settle any such demands. Any communication to be made by or on behalf of the Company to any Stockholder with respect to such demands shall be submitted to Acquiror in advance and shall not be presented to any Stockholder prior to the Company receiving Acquiror’s prior written consent (which shall not be unreasonably withheld, conditioned, or delayed).

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately no Person who has prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by perfected a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised demand for appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided 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 Delaware Law or if a court of competent jurisdiction the DGCL with respect to any Dissenting Shares shall determine that such holder is not be entitled to receive the relief 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) or lost such Person’s right to appraisal under the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such Dissenting Stockholder’s right to appraisal under the DGCL with respect to Dissenting Shares, such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of Delaware Law, the DGCL with respect to such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beDissenting Shares. The Company shall provide give Parent (i) prompt written notice of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company stockholders’ rights of appraisal and (ii) the opportunity to participate in and the opportunity to timely exercise reasonable rights of control over negotiations and proceedings with respect to demands for appraisal of shares of by Company Common Stock, stockholders under the DGCL; provided that Parent shall not be permitted to take any withdrawal of action in connection therewith that would require the Company to incur material costs or to pay any such demand and amount prior to the Closing or to take or refrain from taking any other demand, notice or instrument delivered action that would reasonably be expected to be adverse to the Company prior to if the Effective Time pursuant to Delaware Law that relates to such demandClosing does not occur. The Company shall not, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except except with the prior written consent of ParentParent (not to be unreasonably withheld, the Company shall not conditioned or delayed), voluntarily (x) make any payment with respect to, to any demands for appraisal or any offer to settle or settle, (y) settle any such demands.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary and subject to Section 2.038.2(f), if required by the DGCL, but only to the extent required thereby, shares of Company Common Capital Stock which are issued and outstanding immediately prior to the Effective Time (other than and which are held by holders of such shares of Company Common Capital Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has have properly exercised appraisal rights of such shares with respect thereto in accordance with Section 262 of Delaware Law the DGCL (such shares being referred to collectively as the “"Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares") shall not be converted into a exchangeable for the right to receive the Per Share Merger Consideration but instead Consideration, and holders of such shares of Company Capital Stock shall be entitled to receive payment of the appraised value of such shares of Company Capital Stock in accordance with Section 262 the provisions of Delaware Lawthe DGCL unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL; provided that ifhowever the appraised value, including any interest thereon, of such shares in excess of the Per Share Merger Consideration along with all costs associated with the appraisal process (including, but not limited to, reasonable attorney fees of Parent and Merger Sub and all court costs) shall be paid from the Indemnity Escrow Fund without regard to the limitations contained in Section 10.3(b). If, after the Effective Time, any such holder fails to perfect, perfect or effectively withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Lawright, such shares of Company Common Capital Stock shall thereupon be treated as if they had been converted as of into and to have become exchangeable for, at the Effective Time into Time, the right to receive the Per Share Merger Consideration in accordance with Section 2.03(a)Consideration, without any interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide give Parent and Merger Sub prompt written notice of any written demands for appraisal, withdrawals of demands for appraisal and any other related instruments received by the Company. The Company for appraisal of shares of Company Common Stockshall not, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle or settle, any such demandsdemand.

Dissenting Shares. Notwithstanding Section 2.03any provision of this Agreement to the contrary, shares of Company Common Stock any Shares that are issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and that are held by a holder who has not voted in favor shareholder of adoption of this Agreement or consented thereto in writing and the Company who has properly exercised appraisal his, her or its dissenter’s rights under Chapter 13 of such shares in accordance with Section 262 of Delaware Law the CGCL (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares”) shall not be converted into a the right to receive the Merger Consideration pursuant to Section 1.6(a), but instead such Shares shall be entitled converted into the right to payment receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to and subject to the requirements of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided that if, after the Effective Time, CGCL. If any such holder fails shall fail to perfect, withdraws or loses shall effectively withdraw or lose his, her or its right to dissent from the Merger and be paid the fair market value of their Shares under Chapter 13 of the CGCL, each of such holder’s right Dissenting Shares shall thereupon be deemed to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had have been converted as of the Effective Time into the right to receive only the Merger Consideration in accordance with Section 2.03(a)for such Dissenting Shares, without any interest thereon, upon surrender surrender, in the manner provided in Section 1.8 hereof, of the Certificate or Certificates that formerly evidenced such Certificate formerly representing such share Dissenting Shares (or transfer the delivery of such Uncertificated Share, as the case may bean affidavit of loss and any required bond required pursuant to Section 1.10). The Company shall provide give Parent (i) prompt written notice of any notice or demands for appraisal or payment for Dissenting Shares received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demandTime, and Parent shall have (ii) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the CGCL. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, to any demands for appraisal or offer to settle or settle, settle any such demands. It is expressly acknowledged and agreed that the assertion of any appraisal rights by any shareholder of the Company shall not affect or excuse Parent’s, Merger Sub’s or the Guarantors’ obligations hereunder.

Dissenting Shares. Notwithstanding Section 2.03, shares Shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who has properly exercised demanded appraisal rights of for such shares in accordance with the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Per Share Merger Consideration but instead shall be entitled to receive the fair value of such shares of Common Stock as may be determined to be due with respect to such Dissenting Shares pursuant to Section 262 of Delaware Law the DGCL (and at the Effective Time, such shares being referred Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to collectively as exist and such holder shall cease to have any rights with respect thereto except the “Dissenting Shares” rights set forth in Section 262 of the DGCL), unless and until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a right to receive appraisal under the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided that ifDGCL. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to appraisal, pursuant to Section 262 each such share of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they it had been converted as of at the Effective Time into the right to receive the Per Share Merger Consideration as and when provided in accordance with Section 2.03(a2.1(a), without any interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide give Parent (a) prompt written notice of (i) any demands for appraisal pursuant to the DGCL received by the Company, but in any event not later than one (1) day after such demand is received by the Company, (ii) withdrawals of such demands, and (iii) any other instruments served pursuant to the DGCL and received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any in connection with such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demanddemands, and Parent shall have (b) the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demandsdemands for appraisal under the DGCL prior to the Effective Time. Except The Company shall not, except with the prior written consent of ParentParent or as otherwise required by Applicable Law, the Company shall not make any payment with respect to, to any such demands for appraisal or offer to settle or settle, settle any such demandsdemands without Parent’s prior written consent.

Dissenting Shares. Notwithstanding Section 2.03anything contained in this Agreement to the contrary and to the extent provided under applicable law, shares of Company Common Stock Shares issued and outstanding immediately prior to the Effective Time (other than shares as to which the holder takes, or forbears from taking, such actions as required to satisfy the requirements for perfecting dissenters’ rights set forth in Chapter 23B.13 of Company Common Stock canceled in accordance with Section 2.03(b)) the WBCA and held by a holder who has not voted in favor of adoption of this Agreement effectively withdrawn, waived or consented thereto in writing and who has properly exercised appraisal lost its dissenters’ rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect”), withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided 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 Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a)Price. At the Effective Time, by virtue of the Merger and without interest thereonany action on the part of the holder thereof, upon surrender all Dissenting Shares shall be cancelled and shall cease to exist and shall represent the right to receive only those rights provided under the WBCA. If, after the Effective Time, any holder of Dissenting Shares is not entitled to payment under Chapter 23B.13, then each Dissenting Share owned by such Certificate formerly representing such share or transfer holder shall be treated as if it had been converted into the right to receive the Merger Price as of such Uncertificated Share, as the case may beEffective Time. The Company shall provide promptly notify Parent prompt written notice upon the receipt of any written demands received by the Company for appraisal under Chapter 23B.13 of shares of Company Common Stock, any withdrawal of any such demand the WBCA and any other demand, notice withdrawals of such demands or instrument delivered any actions or failure to take actions that result in the Company prior to the Effective Time pursuant to Delaware Law that relates to such demandloss or waiver of dissenters’ rights, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the The Company shall not settle, offer to settle or make any payment with respect toto such demands unless it receives prior written consent from Parent, not to be unreasonably withheld, conditioned or delayed, or offer unless it is required to settle or settle, do so under the WBCA. Any amount payable to any such demandsholder of Dissenting Shares shall be paid in accordance with the WBCA solely by the Surviving Corporation out of its own funds.

Dissenting Shares. Notwithstanding Section 2.03, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided 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 Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates relate to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement ----------------- to the contrary, shares of Company Chronicle Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and that are held by a holder holders of such shares who has have not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who has properly exercised have demanded appraisal rights of such shares with respect thereto in accordance with Section 262 78.471 through Section 78.502 of Delaware the Nevada Corporation Law (such shares being referred to collectively as the “"Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares") shall not be converted into a or be exchangeable for the right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance Acquiror Common Stock or any dividend or distribution with Section 262 of Delaware Law; provided that if, respect thereto made after the Effective Time, such holder fails any proportional interest in any cash dividends or other taxable distributions paid with respect to perfect, withdraws or loses such holder’s right any Escrowed Shares that are returned to appraisal, Acquiror and cancelled pursuant to Section 262 2.6(b), or any cash payable in lieu of Delaware Law or if a court fractional shares pursuant to Section 2.10, but holders of competent jurisdiction Dissenting Shares shall determine that such holder is not be entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as receive payment of the Effective Time into the right to receive the Merger Consideration fair value of their Dissenting Shares in accordance with the provisions of the Nevada Corporation Law and this Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be2.13. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of Any shares of Company Chronicle Common StockStock held by a shareholder who, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time Time, withdraws a demand for appraisal of such shares or loses the right to appraisal as provided in the Nevada Corporation Law shall not be considered Dissenting Shares. Chronicle shall give Acquiror prompt notice of any written demands for appraisal of any shares of Chronicle Common Stock, attempted withdrawals of such demands, and any other instruments received by Chronicle pursuant to Delaware the Nevada Corporation Law that relates relating to such demandshareholders' rights of appraisal. Spinco shall make on behalf of Chronicle or Acquiror, and Parent shall have as applicable, all payments required by the opportunity and right Nevada Corporation Law to participate be made in all negotiations and Proceedings with respect of Dissenting Shares, including any costs assessed against Chronicle pursuant to such demands. Except with Section 78.502 of the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demandsNevada Corporation Law.

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, shares of Company Common Stock issued and Shares (other than Cancelled Shares) outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement the Merger or consented thereto in writing and who has properly exercised demanded appraisal rights of for such shares Shares in accordance with Section 262 of Delaware Law the DGCL (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares”) shall not be converted into a or be exchangeable for the right to receive a portion of the Merger Consideration but instead shall be entitled unless and until such holder fails to perfect or withdraws or otherwise loses his right to appraisal and payment of under the appraised value of such shares in accordance with Section 262 of Delaware Law; provided that ifDGCL. If, after the Effective Time, any such holder fails to perfect, perfect or withdraws or loses such holder’s his right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction such Dissenting Shares shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock 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 Consideration in accordance with Section 2.03(a)Consideration, if any, to which such holder is entitled, without interest thereoninterest. From and after the Effective Time, upon surrender the Dissenting Shares shall automatically be cancelled and retired and shall cease to exist, and any holder of such Certificate formerly representing such share or transfer Dissenting Shares shall cease to have any rights with respect thereto, except as provided in Section 262 of such Uncertificated Share, as the case may beDGCL. The Company shall provide Parent give the Acquiror (a) reasonably prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered Shares pursuant to the DGCL or any withdrawals of such demands received by the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have (b) the opportunity to direct and right to participate in control all negotiations and Proceedings proceedings with respect to such demands; provided, that the Acquiror shall reasonably consult with the Company with respect to any such negotiations and proceedings and the Company shall not be required to pay any amounts prior to the Closing in settlement of any such negotiations or proceedings. Except The Company shall not, except with the prior written consent of Parentthe Acquiror, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.033.1(b) hereof, to the extent that holders thereof are entitled to appraisal rights under Section 262 of Delaware Law, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised and perfected his or her demand for appraisal rights of such shares in accordance with under Section 262 of Delaware Law (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares”) shall not be converted into a the right to receive the Per Share Merger Consideration but instead Consideration, but, instead, the holders of such Dissenting Shares shall be entitled to payment of receive the appraised value of Redemption Consideration and such shares in accordance with consideration as shall be determined pursuant to Section 262 of Delaware Law; provided provided, however, that if, after the Effective Time, if any such holder fails shall have failed to perfect, withdraws perfect or loses such holder’s shall have effectively withdrawn or lost his or her right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of appraisal and payment under Delaware Law, such holder’s shares of Company Common Stock shall thereupon be treated as if they had deemed to have been converted as of the Effective Time into the right to receive the Redemption Consideration and Per Share Merger Consideration in accordance with Section 2.03(a)Consideration, without any interest thereon, upon surrender of and such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beshares shall not be deemed to be Dissenting Shares. The Company shall provide Parent give Buyer (i) prompt written notice of any demands for appraisal filed pursuant to Section 262 of Delaware Law received by the Company, withdrawals of such demands and any other instruments served or delivered in connection with such demands and received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have (ii) the opportunity and right to timely participate in all negotiations and Proceedings proceedings with respect to demands made pursuant to Section 262 of Delaware Law. The Company shall not (x) make any payment with respect to any such demands. Except demand, (y) offer to settle, settle or approve any withdrawal or other treatment of, any such demand or (z) waive any failure to timely deliver a written demand for appraisal or timely take any other action to perfect appraisal rights in accordance with Delaware Law, except in each case, with the prior written consent of ParentBuyer, the Company which consent shall not make any payment be unreasonably withheld, delayed or conditioned; provided that no such consent shall be required if such actions are required by Delaware Law or court order. Any payments required to be made with respect toto the Dissenting Shares to the holders thereof shall be made by Buyer (and not the Company, SpinCo or offer to settle or settle, any such demandsAcquisition Sub).

Dissenting Shares. Notwithstanding Section 2.03anything in this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding immediately prior to as of the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and that are held by a holder who has not voted in favor shareholder of adoption of this Agreement or consented thereto in writing and the Company who has properly exercised appraisal asserted such holder’s dissenters’ rights under Article 13 of such shares in accordance with Section 262 of Delaware Law the GBCC (such shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided 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 Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.03(aunless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to payment for such shares under Article 13 of the GBCC (whereupon such shares shall cease to be Dissenting Shares hereunder). If any such holder shall have so failed to perfect or shall have effectively withdrawn or lost such right at or following the Effective Time, each share of such holder’s Company Stock shall thereupon be deemed to have been converted into and to have become, as of the Effective Time, the right to receive, without any interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beMerger Consideration. The Company shall provide give Parent (a) prompt written notice of any notice or demands for appraisal or payment for shares of Company Stock received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and or any other demand, notice or instrument delivered to written communication with the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, notices or demands for appraisal or payment and Parent shall have (b) the opportunity and right to participate in and direct all negotiations and Proceedings with respect to any such demandsdemands or notices. Except with The Company shall not, without the prior written consent of Parent, or as required by the Company shall not GBCC, make any payment with respect to, or settle, offer to settle or settleotherwise negotiate, any such demands. Each holder of the Dissenting Shares who becomes entitled under Article 13 of the GBCC to receive payment for such holder’s shares shall receive payment therefor from the Surviving Corporation (but only after the amount thereof shall have been agreed upon or finally determined pursuant to the GBCC), and such shares shall be retired and cancelled.

Dissenting Shares. Notwithstanding any provision of this Agreement to the contrary, including Section 2.032.09, shares of Company Common Stock any Shares issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled Shares cancelled in accordance with Section 2.03(b2.10(a)) and held by a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares Shares in accordance with Section 262 1300 of Delaware Law the CGCL (such shares Shares being referred to collectively as the “Dissenting Shares” until such time as such holder fails to perfect, withdraws perfect or otherwise loses such holder’s appraisal rights under Delaware Law the CGCL with respect to such sharesShares) shall not be converted into a right to receive a portion of the Merger Consideration Consideration, but instead shall be entitled to payment only such rights as are granted by Section 1300 of the appraised value of such shares in accordance with Section 262 of Delaware LawCGCL; provided provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal, appraisal pursuant to Section 262 1300 of Delaware Law the CGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 1300 of Delaware Lawthe CGCL, such shares of Company Common Stock Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Merger Consideration in accordance with Consideration, if any, to which such holder is entitled pursuant to Section 2.03(a2.10(b), without interest thereon. During the Pre-Closing Period, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may be. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common StockShares, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law the CGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld, conditioned or delayed) or otherwise required by applicable Legal Requirements, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands.

Dissenting Shares. Notwithstanding Section 2.032.03(a), any shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)) and held by a holder Stockholder immediately prior to the Effective Time who has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised demanded appraisal rights of for such shares in accordance with Section 262 of Delaware Law and who has not failed to perfect, withdrawn or otherwise lost the right to appraisal under Delaware Law (such shares being referred to collectively as collectively, the “Dissenting Shares” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares”) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to payment of the appraised value of such shares in accordance with Section 262 of Delaware Law; provided that ifPer Share Consideration. If, after the Effective Time, such any holder of Dissenting Shares fails to perfect, withdraws or loses such holder’s the right to appraisal, pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into the a right to receive the Merger Per Share Consideration in accordance with Section 2.03(a), without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may bethis Article 2. The Company shall provide give Parent CONFIDENTIAL TREATMENT REQUESTED prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands. Notwithstanding the foregoing, to the extent that Parent or the Company (b) makes any payment or payments in respect of any Dissenting Share in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement or (c) incurs any other costs or expenses, (including specifically, but without limitation, attorneys’ fees, costs and expenses in connection with any action or proceeding or in connection with any investigation) in respect of any Dissenting Shares (excluding payments for such shares) (together “Dissenting Share Payments”), then Parent shall be entitled to recover under the terms of Section 10.02 hereof such Dissenting Share Payments, whether paid or incurred before or after the Effective Time by the Company or Parent.

Dissenting Shares. Notwithstanding Section 2.03, Any holder of shares of Company Raven Common Stock or Raven Preferred Stock issued and outstanding immediately prior to the Effective Time of Merger I with respect to which dissenters' rights, if any, are available by reason of Merger I pursuant to Section 262 of Delaware Law and/or Chapter 13 of the California General Corporation Law (other than shares of Company Common Stock canceled in accordance with Section 2.03(b)the "CGCL") and held by a holder who has not voted in favor of adoption of this Agreement Merger I or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance complies with Section 262 of Delaware Law and/or Chapter 13 of the CGCL (such shares being referred to collectively as the “"Dissenting Shares” until such time as ") shall not be entitled to receive any portion of the Merger Consideration pursuant to this Article 1, unless such holder fails to perfect, effectively withdraws or otherwise loses such holder’s appraisal its dissenters' rights under Delaware Law with respect to such shares) shall not be converted into a right to receive and/or the Merger Consideration but instead CGCL. Such holder shall be entitled to payment of the appraised value of receive only such shares in accordance with rights as are granted under Section 262 of Delaware Law; provided that if, after Law and/or Chapter 13 of the Effective Time, CGCL. If any such holder fails to perfect, effectively withdraws or loses such holder’s right to appraisal, pursuant to Section 262 of dissenters' rights under Delaware Law or if a court of competent jurisdiction shall determine that such holder is not entitled to and/or the relief provided by Section 262 of Delaware LawCGCL, as applicable, such shares of Company Common Stock Dissenting Shares shall thereupon be treated as if they had deemed to have been converted as of the Effective Time of Merger I into the right to receive the Merger Consideration in accordance with Section 2.03(a)to which such shares of Raven Common Stock or Raven Preferred Stock are entitled pursuant to this Article 1, if any, without interest thereon, upon surrender of such Certificate formerly representing such share or transfer of such Uncertificated Share, as the case may beinterest. The Company shall provide Parent prompt written notice of any demands received by the Company for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to the Company prior Prior to the Effective Time pursuant to Delaware Law that relates to such demandof Merger I, and Parent Raven shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except not, except with the prior written consent of Parent, the Company shall not make any payment with respect to, or settle or offer to settle or settle, any such demands, or agree to do any of the foregoing. Any payments made with respect to Dissenting Shares shall be made solely by the Surviving Entity, and no funds or other property have been or shall be provided by Parent, Merger Sub I or Merger Sub II for such payment.