Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. Each outstanding share of Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "Dissenting Shares") shall not be converted into or represent a right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of Purchaser, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation.

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary (but subject to the provisions of this Section 2.3), Shares outstanding share immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly demanded appraisal for such Shares in accordance with, and who complies in all respects with, Section 262 of Company Common Stock the DGCL (such Shares, the “Dissenting Shares”) shall not be converted into the right to receive the Merger Consideration. At the Effective Time, all Dissenting Shares shall be cancelled and cease to exist, and the holders of Dissenting Shares shall only be entitled to the rights granted to them under the DGCL. If any such holder of which has perfected fails to perfect or otherwise waives, withdraws or loses his right to appraisal rights under Section 262 of the DGCL or other applicable Law, then the right of such holder to be paid the fair value of such Dissenting Shares shall cease and has not effectively withdrawn or lost such rights Dissenting Shares shall be deemed to have been converted, as of the Effective Time (Time, into and shall be exchangeable solely for the "Dissenting Shares") shall not be converted into or represent a right to receive the Merger Consideration hereunderConsideration, without interest and the holder thereof shall be entitled only subject to such rights as are granted any withholding of Taxes required by the DGCLapplicable Law. The Company shall give Purchaser Merger Sub prompt notice upon receipt of any demands received by the Company for appraisal of Shares and any such demands for payment of other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Shares, and Purchaser Merger Sub shall have the right to participate in and control all negotiations and proceedings with respect to any such demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of PurchaserMerger Sub, voluntarily make any payment with respect to, or settle or offer to settlecompromise, any such demand for paymentdemands, or waive approve any failure to timely deliver a written demand for appraisal or the taking withdrawal of any other action by such Dissenting Stockholder as may be necessary demands, or agree to perfect appraisal rights under do any of the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationforegoing.

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary, Shares outstanding share immediately prior to the Effective Time and held by a holder who has not voted in favor of Company Common Stock the holder Merger or consented thereto in writing and who has demanded appraisal for such shares in accordance with Section 1300 of which has perfected the GCL, if such Section 1300 provides for appraisal rights for such Shares in the Merger ("Dissenting Shares"), shall not be converted into the right to receive the ----------------- Merger Consideration as provided in Section 2.1, unless and until such holder fails to perfect or withdraws or otherwise loses his right to appraisal and payment under Section 262 of the DGCL and has not effectively withdrawn GCL. If, after the Effective Time, any such holder fails to perfect or lost withdraws or loses his right to appraisal, then such rights Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time (into the "Dissenting Shares") shall not be converted into or represent a right to receive the Merger Consideration hereunderConsideration, and the if any, to which such holder thereof shall be entitled only to such rights as are granted by the DGCLis entitled, without interest or dividends thereon. The Company shall give Purchaser Parent prompt notice upon receipt of any demands received by the Company for appraisal of any such demands for payment of Shares and, prior to the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Effective Time, and Purchaser Parent shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of PurchaserParent, voluntarily make any payment payments with respect to, to or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share of Company Common Stock Notwithstanding anything in this Agreement to the holder of which has perfected appraisal contrary, in the event that dissenters' rights under are available in connection with the Merger pursuant to Section 262 of the DGCL Delaware Law, Shares that are issued and has not effectively withdrawn or lost such rights as of outstanding immediately prior to the Effective Time and that are held by stockholders who did not vote in favor of the Merger and who comply with all of the relevant provisions of Section 262 of the Delaware Law (the "Dissenting Shares") shall not be converted into or represent a be exchangeable for the right to receive the Merger Consideration hereunderConsideration, and the holder thereof but instead shall be entitled only converted into the right to receive such consideration as may be determined to be due to such stockholders pursuant to Section 262 of the Delaware Law, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Delaware Law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's Shares shall thereupon be deemed to have been converted into and to have become exchangeable for the right to receive, as are granted by of the DGCLEffective Time, the Merger Consideration without any interest thereon. The Company shall give Purchaser Parent (i) prompt notice upon receipt of any written demands for appraisal of Shares received by the Company of any such demands for payment of and (ii) the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have the right opportunity to participate in all negotiations and proceedings with respect to any such demands. The Company shall not, except with without the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each Notwithstanding Section 1.2, Shares outstanding share of Company Common Stock immediately prior to the Effective Time and held by a holder of which who has perfected appraisal rights under Section 262 not voted in favor of the DGCL Merger or consented thereto in writing and who has demanded appraisal for such Shares in accordance with the GCL shall not effectively withdrawn be converted into a right to receive the Stock Price unless such holder fails to perfect or lost withdraws or otherwise loses his right to appraisal. If after the Effective Time such rights holder fails to perfect or withdraws or loses his right to appraisal, such Shares shall be treated as if they had been converted as of the Effective Time (the "Dissenting Shares") shall not be converted into or represent a right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by the DGCLStock Price. The Company shall give Purchaser prompt notice upon receipt of any demands received by the Company for appraisal of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Shares, and Purchaser shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of Purchaser, voluntarily make any payment with respect to, or settle or offer to settle, any such demand demands. Purchaser shall be responsible for paymentany and all payments required to be made with respect to Shares for which the holder thereof has perfected (and not withdrawn) his dissenter's rights, or waive any failure as well as the costs and expenses of all proceedings relating to timely deliver a written demand for appraisal or the taking adjudication and/or settlement thereof, subject to Purchaser's right to enforce the closing condition set forth in Section 8.2(e) hereof with respect to the maximum permissible number of any other action by such Dissenting Stockholder as Shares which may be necessary to perfect the subject of perfected appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationrights.

Dissenting Shares. Each outstanding share Notwithstanding Section 2.02(c), any shares of Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of outstanding immediately prior to the Effective Time and held by a person who has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such shares in accordance with the DGCL (the "“Dissenting Shares"”) shall not be converted into or represent a right to receive the applicable portion of the Closing Merger Consideration hereunderConsideration, and unless such holder fails to perfect or withdraws or otherwise loses its rights to appraisal or it is determined that such holder does not have appraisal rights in accordance with the DGCL. If, after the Effective Time, such holder thereof fails to perfect or withdraws or loses its right to appraisal, or if it is determined that such holder does not have appraisal rights, such shares shall be entitled only treated as if they had been converted as of the Effective Time into the right to such rights as are granted by receive the DGCLapplicable portion of the Closing Merger Consideration. The Company shall give Purchaser Parent and Merger Sub prompt notice upon receipt of any demands received by the Company for appraisal of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")shares, and Purchaser Parent and Merger Sub shall have the right to participate in all negotiations and proceedings with respect to any such demandsdemands except as required by applicable Law. The Company shall not, except with the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for paymentdemands, or waive any failure unless and to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary extent required to perfect appraisal rights do so under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationapplicable Law.

Dissenting Shares. Each outstanding share Notwithstanding any provision of this Agreement to the contrary, with respect to any shares of Company Preferred Stock or Company Common Stock the holder of which has perfected appraisal rights under Section 262 held by shareholders of the DGCL Company who have not elected to receive payment pursuant to Section 1.12 and has not effectively withdrawn who are entitled to demand and who have properly exercised and perfected and/or reserved their appraisal or lost such dissenters’ rights as of the Effective Time (the "“Dissenting Shares"”) in accordance with the CCC, such Dissenting Shares shall not be converted into or represent a the right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only consideration payable pursuant to such rights as are granted by the DGCL. The Company shall give Purchaser prompt notice this Agreement upon receipt by the Company of any such demands for payment consummation of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Merger, and Purchaser shall have but, instead, the right to participate in all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of Purchaser, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect holders of Dissenting Shares shall be entitled to payment of the appraised value of such Dissenting Shares in accordance with the applicable provisions of the CCC, unless and to the extent that any such holder of Dissenting Shares shall have irrevocably forfeited its right to appraisal under the applicable provisions of the CCC or irrevocably withdrawn its demand for appraisal. If any such holder of Dissenting Shares has so irrevocably forfeited or withdrawn its right to appraisal of Dissenting Shares, then, as of the occurrence of such event, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the consideration payable in respect of such shares pursuant to this Agreement, without interest, which payments shall be made by pursuant to the Surviving Corporationterms of this Agreement, and Buyer and Merger Sub shall set aside such amounts as needed to make such payments.

Dissenting Shares. Each outstanding share of Company Common Stock Share the holder of which has perfected his appraisal rights under pursuant to Section 262 of the DGCL and has not effectively withdrawn or lost such rights right as of the Effective Time (the "“Dissenting Shares"”) shall not be converted into or represent a the right to receive the Per Share Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL; provided that if any such holder thereafter shall have failed to perfect or shall have effectively withdrawn or lost such holder’s right to appraisal and payment under the DGCL, such holder’s Shares shall be deemed to have been converted at the Effective Time into the right to receive the Per Share Merger Consideration as described in Section 2.1(a), without any interest thereon. The Company shall give Purchaser Parent prompt notice upon receipt by the Company of any such demands for payment of the fair value of such shares of Company Common Stock Shares and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Law, and Purchaser Parent shall have the right to participate in direct all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of Purchaserthe Parent (to the extent required by Section 5.10) (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such holder of Dissenting Stockholder Shares as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation.

Dissenting Shares. Each outstanding share Notwithstanding Section 2.2, to the extent (if at all) that holders of Company Common Stock are entitled to appraisal rights under Section 262 of the DGCL, shares of Common Stock issued and outstanding immedi ately prior to the Effective Time and held by a holder of which who has properly exercised and perfected his or her demand for appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "Dissenting Shares") ), shall not be converted into or represent a the right to receive the Merger Consideration hereunderConsideration, and but the holder thereof holders of Dissenting Shares shall be entitled only to receive from the Company such rights consideration as are granted by shall be determined pursuant to Section 262 of the DGCL; provided, however, that if any such holder shall have failed to perfect or shall effectively withdraw or lose his or her right to appraisal and payment under the DGCL, such holder's shares of Common Stock shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Price, without any interest thereon, or Parent Shares or a combination thereof, as determined by Parent in its sole discretion, and such shares shall not be deemed to be Dissenting Shares. The Company shall give Purchaser Parent (i) prompt notice upon receipt of any notices or demands for appraisal or payment for shares of Common Stock received by the Company of any such demands for payment of and (ii) the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemands or notices. The Company shall not, except with without the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle, offer to settle or offer to settle, otherwise negotiate any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share Notwithstanding anything in this ------------------ Agreement to the contrary, shares of Company Common Stock ("Dissenting Shares") ----------------- which are issued and outstanding immediately prior to the holder Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of which has perfected appraisal rights under such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "Dissenting SharesSection 262") shall not be converted into or represent a right to receive as ----------- provided in Section 4.01(a), but rather the Merger Consideration hereunder, and the holder thereof holders of Dissenting Shares shall be entitled only to such rights as are granted by the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of any such demands for payment of the fair value of such Dissenting Shares in accordance with Section 262; provided, however, that if any such holder shall -------- ------- fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into the Merger Consideration as provided in Section 4.01(a). The Company shall serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Stock, and Purchaser Parent shall have the right to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for paymentdemands, or waive agree to do any failure to timely deliver a written demand for appraisal or of the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationforegoing.

Dissenting Shares. Each Notwithstanding anything in this ----------------- Agreement to the contrary, Common Shares outstanding share of Company Common Stock immediately prior to the Effective Time and held by a holder of which Common Shares who has perfected not voted in favor of the Merger or consented thereto in writing and who demands in writing an appraisal rights under for such Common Shares in accordance with Section 262 of the DGCL GCL, if such Section 262 provides for appraisal rights for such Common Shares in the Merger ("Dissenting Shares"), shall not be converted into the right to receive ----------------- the Merger Price as provided in Section 2.07 but shall be entitled to receive ------------ the consideration as shall be determined pursuant to Section 262 of GCL, unless and has not effectively withdrawn until such holder fails to perfect or lost withdraws or otherwise loses his right to appraisal and payment under the GCL. If, after the Effective Time, any such rights holder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time (into the "Dissenting Shares") shall not be converted into or represent a right to receive the Merger Consideration hereunderPrice, and the if any, to which such holder thereof shall be entitled only to such rights as are granted by the DGCLis entitled, without interest or dividends thereon. The Company shall give Purchaser prompt notice upon receipt of any demands received by the Company for appraisal of any such demands for payment of the fair value of such shares of Company Common Stock and of Shares, withdrawals of such notice demands and any other instruments provided served pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")the GCL and received by the Company and, and prior to the Effective Time, Purchaser shall have the right to participate in direct all negotiations and proceedings with respect to any such demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Purchaser, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary, any issued and outstanding share Shares held by a person (a "DISSENTING STOCKHOLDER") who objects to the Merger and complies with all the provisions of Company Common Stock Delaware law concerning the holder right of which has perfected holders of Shares to dissent from the Merger and require appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time their Shares (the "Dissenting SharesDISSENTING SHARES") shall not be converted as described in Section 3.01(c), but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to Delaware law. If, after the Effective Time, such Dissenting Stockholder withdraws his demand for appraisal or represent a fails to perfect or otherwise loses his right to appraisal, in any case pursuant to the DGCL, his shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by the DGCLConsideration. The Company shall give Purchaser Parent prompt notice upon receipt by the Company of any such written demands for payment of the fair value appraisal rights, withdrawal of such shares of Company Common Stock and of withdrawals of such notice demands, and any other instruments provided written communications delivered to the Company pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Section 262 of the DGCL, and Purchaser the Company shall have give Parent the right opportunity, to participate in the extent permitted by law, to direct all negotiations and proceedings with respect to any such demands. The Company shall not voluntarily make any payment with respect to any demands for appraisal rights and shall not, except with the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or offer to settle, settle any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCLdemands. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation.SECTION 3.02

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary, Shares outstanding share of Company Common Stock immediately prior to the Effective Time and held by a holder of which who is entitled to demand and has perfected properly demanded appraisal rights under for such Shares in accordance with, and who complies in all respects with, Section 262 of the DGCL and has not effectively withdrawn or lost (such rights as of Shares, the Effective Time (the "“Dissenting Shares"”) shall not be converted into the right to receive the Merger Consideration, and shall instead represent the right to receive only the payment provided by Section 262 of the DGCL. If any such holder fails to perfect or represent a otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into and shall be exchangeable solely for the right to receive the Merger Consideration hereunder, and the holder thereof shall no longer be entitled only to such rights as are granted by the DGCLDissenting Shares. The Company shall give Purchaser Parent prompt notice upon receipt of any demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands for payment of and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Shares, and Purchaser Parent shall have the right to participate in and direct all negotiations and proceedings Actions with respect to any such demands. The Company shall not, except with the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demand for paymentdemands, or waive approve any failure to timely deliver a written demand for appraisal or the taking withdrawal of any other action by such Dissenting Stockholder as may be necessary demands or agree to perfect appraisal rights under do any of the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationforegoing.

Dissenting Shares. Each outstanding share of Company Common Stock Notwithstanding anything in this Agreement to the holder of which has perfected appraisal rights under Section 262 contrary, shares of the DGCL Company issued and has not effectively withdrawn or lost such rights as of outstanding immediately prior to the Effective Time that are held by any holder who is (a) entitled to dissent to the Merger pursuant to Section 179 of the BVI Business Companies Act and (b) properly dissents to the proposed corporate action and makes a proper demand for payment of such shares in accordance with Section 179 of the BVI Business Companies Act (the "“Dissenting Shares"”) shall not be converted into or represent a the right to receive the applicable portion of the Share Merger Consideration hereunderor Merger Consideration for such Dissenting Shares pursuant to Section 1.02(b), and the but instead such holder thereof shall be entitled only to such rights as are granted by the DGCLBVI Business Companies Act to a holder of Dissenting Shares. The Company shall give Purchaser deliver prompt notice upon receipt by to the Parent of any demands for payment or appraisal of any Company Shares, any withdrawal of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice demand and any other instruments provided demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to applicable law (any stockholder duly making the BVI Business Companies Act that relate to such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser the Parent shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of Purchaser, will not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of with respect to any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall without the prior written consent of Parent (which consent may or may not be made by given in the Surviving Corporationsole and absolute discretion of Parent).

Dissenting Shares. Each outstanding share of Notwithstanding anything in this Agreement to the contrary, with respect to each Company Common Stock Share that is outstanding immediately prior to the Effective Time as to which the holder thereof shall have properly complied in all respects with the provisions of which has perfected Section 262 of the DGCL as to appraisal rights (each, a “Dissenting Share”), such Dissenting Share shall not be converted into the right to receive the Merger Consideration but instead shall be canceled and shall represent the right to receive only the payment, solely from the Surviving Company, of the appraisal value of the Dissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL; provided, however, that if any such Person shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL, then the right of such Person to receive those rights under Section 262 of the DGCL shall cease and has not effectively withdrawn or lost such rights Company Common Shares shall be deemed to have been converted as of the Effective Time (into, and shall represent only the "Dissenting Shares") shall not be converted into or represent a right to receive right to receive, the same type of Merger Consideration hereunderConsideration, and the holder thereof shall be entitled only to such rights without interest thereon, as are granted by the DGCLwas payable in respect of an equivalent number of Non-Election Shares. The Company shall give Purchaser Parent prompt notice upon receipt of any demands received by the Company of any such demands for payment of the fair value of such shares appraisal of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Shares, and Purchaser Parent shall have the right to participate in control all negotiations and proceedings with respect to any such demands. The Company shall notnot settle, except with the prior written consent of Purchaser, voluntarily make any payment payments with respect to, or settle or offer to settle, any such demand for payment, or waive any failure claim with respect to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by without the Surviving Corporationwritten consent of Parent.

Dissenting Shares. Each outstanding share Notwithstanding anything to the contrary set forth in this Agreement, shares of Company Common Capital Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL issued and has not effectively withdrawn or lost such rights as of outstanding immediately prior to the Effective Time and held by a holder who has properly exercised dissenters’ rights in respect of such 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 dissenters’ rights under applicable Law with respect to such shares) in accordance with Sections 607.1301 through 607.1340 of the FBCA (the "Dissenting Shares"“Appraisal Statutes”) shall not be converted into or represent a right to receive a portion of the Merger Consideration hereunder, and the holder thereof but instead shall be entitled only to payment of such rights consideration as are granted may be determined to be due in accordance with the Appraisal Statutes; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to dissent pursuant to the Appraisal Statutes, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the DGCLAppraisal Statutes, such shares of Company 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 in accordance with Section 3.01(b), without interest thereon, upon surrender of such shares of Company Capital Stock. The Company shall give Purchaser prompt notice upon receipt to First Foundation of any demands received by the Company for appraisal, of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice demands, and of any other documents or instruments provided pursuant received by the Company related to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")the foregoing, and Purchaser First Foundation shall have the right to participate in direct all negotiations and proceedings with respect to any such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of PurchaserFirst Foundation, voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demand for paymentdemand, or waive agree to any failure to timely deliver a written demand for such appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary, Shares outstanding share immediately prior to the Effective Time that are held by a holder who has delivered a written demand for appraisal of Company Common Stock the holder of which has perfected appraisal rights under such Shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "Dissenting Shares") shall not be converted into or represent a the right to receive the Merger Consideration hereunderPer Share Amount as provided in Section 3.1 ----------- hereof, unless and until such holder fails to perfect or efficiently withdraws or otherwise loses such holder's right to appraisal and payment under the DGCL. Such holder thereof shall be entitled only to receive payment of the appraised value of such rights as are granted by Shares in accordance with the provisions of the DGCL; provided, that, such -------- ---- holder complies with the provisions of Section 262 of the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses such holder's right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Per Share Amount, without interest thereon. The Company shall give Purchaser Parent prompt notice upon receipt of any demands received by the Company for appraisal of any such demands for payment of Shares, and, prior to the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Effective Time, and Purchaser Parent shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share of Company Common Stock Notwithstanding anything in this Agreement to the holder of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "contrary, Dissenting Shares") Shares shall not be converted into or represent a the right to receive the Per Share Merger Consideration hereunderas provided in this Section 2.01. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and the each holder thereof of Dissenting Shares shall be entitled only to such rights as are granted by under Section 262 of the DGCL, except that all Dissenting Shares held by persons who fail to perfect or who effectively waive, withdraw or lose their rights as a dissenting stockholder in respect of such Dissenting Shares under Section 262 of the DGCL shall thereupon be deemed to have been converted as of the Effective Time into the right to receive only the Per Share Merger Consideration as provided in this Article II and will no longer be Excluded Shares for purposes of the Agreement. The Company shall give Purchaser prompt notice upon receipt by the Company and copies to Parent of any such demands for payment appraisal of the fair value of such shares of Company Common Stock and of any Shares, withdrawals of such notice demands and any other instruments provided served pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")the DGCL received by the Company, and Purchaser Parent shall have the right to participate in and direct all negotiations negotiations, settlements and proceedings with respect to any such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for paymentdemands, or waive agree to do or commit to do any failure to timely deliver a written demand for appraisal or of the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationforegoing.

Dissenting Shares. Each outstanding share Notwithstanding anything to the contrary in this Section 2.1, any shares of Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of outstanding immediately prior to the Effective Time and held by a person who has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such shares in accordance with the DGCL (the "“Dissenting Shares"”) shall not be converted into or represent a right to receive the Merger Consideration hereunderConsideration, and unless such holder fails to perfect or withdraws or otherwise loses its rights to appraisal or it is determined that such holder does not have appraisal rights in accordance with the DGCL. If, after the Closing, such holder thereof fails to perfect or withdraws or loses its right to appraisal, or if it is determined that such holder does not have appraisal rights, such shares shall be entitled only treated as if they had been converted as of the Effective Time into the right to such rights as are granted by receive the DGCLMerger Consideration. The Company shall give Purchaser Parent and Merger Sub prompt notice upon receipt of any demands received by the Company for appraisal of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")shares, and Purchaser Parent and Merger Sub shall have the right to participate in all negotiations and proceedings with respect to such demands except as required by applicable federal, state, local or foreign statute, law, regulation, legal requirement or rule, ordinance or code of any Governmental Authority (as such demandsterm is defined in Section 3.4(d) of this Agreement), including any judicial or administrative interpretation thereof (“Law”). The Company shall not, except with the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for paymentdemands, or waive any failure unless and to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary extent required to perfect appraisal rights do so under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving CorporationLaw.

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary, Shares outstanding share immediately prior to the Effective Time and held by a holder who has not voted in favor of Company Common Stock the holder Merger and who has delivered a written demand for appraisal of which has perfected appraisal rights under such Shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "Dissenting SharesDISSENTING SHARES") shall not be converted into or represent a the right to receive the Merger Consideration hereunderas provided in Section 3.1 hereof, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder's right to appraisal under the DGCL. Such holder thereof of Dissenting Shares shall be entitled only to receive payment of the fair value of such rights as are granted by Dissenting Shares in accordance with the provisions of the DGCL, provided that such holder complies with the provisions of Section 262 of the DGCL. At the Effective Time, all Dissenting Shares shall be cancelled and cease to exist and shall represent only the right to receive the fair value thereof in accordance with the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses such holder's right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration, without interest thereon. The Company shall give Purchaser prompt notice upon receipt of any demands received by the Company for appraisal of any such demands for payment of Shares, and, prior to the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Effective Time, and Purchaser shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Purchaser, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each Notwithstanding any provision of this Agreement to the contrary, Shares which are issued and outstanding share of Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of immediately prior to the Effective Time and which are held by holders who shall have complied with the provisions of the Dissenters’ Rights Statutes (the "“Dissenting Shares"”) shall not be converted into or represent a the right to receive the applicable Merger Consideration hereunderConsideration, and the holder thereof holders of such Dissenting Shares shall be entitled only to such rights as are granted by the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of any such demands for receive payment of the fair value of such shares Dissenting Shares in accordance with the provisions of Company Common Stock the Dissenters’ Rights Statutes, unless and until the applicable holder fails to comply with such provisions or effectively withdraws or otherwise loses such holder’s rights to receive payment of withdrawals the fair value of such holder’s Shares under such provisions. If, after the Effective Time, any such holder fails to comply with the provisions of the Dissenters’ Rights Statutes or effectively withdraws or loses such right, such Dissenting Shares shall thereupon be treated as if they had been converted at the Effective Time into the right to receive the applicable Merger Consideration. The Company shall give Parent notice of any written demands for appraisal of Shares, and any other instruments provided pursuant notices or communications, received by the Company under or relating to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")the Dissenters’ Rights Statutes, and Purchaser shall have give Parent the right opportunity to participate in all negotiations and proceedings with respect to any such demands, notices and communications. The Company shall not, except with the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle to any such demands for appraisal or offer to settlesettle or settle any such demands. The Company shall comply in all respects with, and reasonably cooperate with Parent and Purchaser regarding, any such demand for payment, or waive any failure matters relating to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving CorporationDissenters’ Rights Statutes.

Dissenting Shares. Each outstanding share Notwithstanding anything to the contrary in this Section 1.7, any shares of the Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of outstanding immediately prior to the Effective Time and held by a person who has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such shares in accordance with the DGCL (the "“Dissenting Shares"”) shall not be converted into or represent a right to receive the Merger Consideration hereunderConsideration, and unless such holder fails to perfect or withdraws or otherwise loses its rights to appraisal or it is determined that such holder does not have appraisal rights in accordance with the DGCL. If, after the Closing, such holder thereof fails to perfect or withdraws or loses its right to appraisal, or if it is determined that such holder does not have appraisal rights, such shares shall be entitled only treated as if they had been converted as of the Effective Time into the right to such rights as are granted by receive the DGCLMerger Consideration. The Company shall give Purchaser Parent and Merger Sub prompt notice upon receipt of any demands received by the Company for appraisal of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")shares, and Purchaser Parent and Merger Sub shall have the right to participate in all negotiations and proceedings with respect to such demands except as required by applicable federal, state, local or foreign statute, law, regulation, legal requirement or rule, ordinance or code of any Governmental Authority (as such demandsterm is defined in Section 2.4(d) of this Agreement), including any judicial or administrative interpretation thereof (“Law”). The Company shall not, except with the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for paymentdemands, or waive any failure unless and to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary extent required to perfect appraisal rights do so under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving CorporationLaw.

Dissenting Shares. Each outstanding share of Company Common Stock Notwithstanding anything in this Agreement to the holder of which has perfected appraisal rights under Section 262 of contrary, except to the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "extent otherwise required by applicable Laws, any Dissenting Shares") shall Shares will not be converted into or represent a the right to receive the Merger Consideration hereunderConsideration, and will instead represent the right to receive only the fair value thereof under Section 106(6) of the Companies Act. If any such holder thereof shall fails to perfect or otherwise waives, withdraws or loses his right to appraisal under Section 106(6) of the Companies Act, then the right of such holder to receive such payment in respect of such Dissenting Shares will cease and such Dissenting Shares will be entitled only deemed to such rights have been converted, as are granted by of the DGCLEffective Time, into and will be exchangeable solely for the right to receive the Merger Consideration, without interest. The Company shall will give Purchaser Parent (i) prompt notice upon receipt of (A) any demands received by the Company for appraisal of any Dissenting Shares, attempted withdrawals of such demands and any other instruments served pursuant to the Companies Act and received by the Company relating to rights to be paid the fair value of Dissenting Shares and (B) to the extent that the Company has knowledge, any applications to the Supreme Court of Bermuda for payment appraisal of the fair value of such shares of Company Common Stock the Dissenting Shares and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have ii) the right opportunity to participate in all negotiations and proceedings Proceedings with respect to any such demandsdemands for appraisal under the Companies Act. The Company shall will not, except with the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demand for paymentdemands, or waive approve any failure to timely deliver a written demand for appraisal or the taking withdrawal of any other action by such Dissenting Stockholder as may be necessary demands, or agree to perfect appraisal rights under do any of the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationforegoing.

Dissenting Shares. Each outstanding share Notwithstanding anything in this Agreement to the contrary, any shares of Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL that are issued and has not effectively withdrawn or lost such rights as of outstanding immediately prior to the Effective Time and that are held by a shareholder of the Company who has properly asserted such holder’s dissenters’ rights under Article 13 of the GBCC (the "“Dissenting Shares"”) shall not be converted into or represent a the right to receive the Merger Consideration hereunderunless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to payment of the “fair value” for such shares under Article 13 of the GBCC. 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 of the Merger, each share of such holder’s Company Common Stock shall thereupon be deemed to have been converted into and to have become, as of the holder thereof shall be entitled only Effective Time of the Merger, the right to such rights as are granted by receive, without any interest thereon, the DGCLMerger Consideration. The Company shall give Purchaser Parent (i) prompt notice upon receipt by the Company of any such notice or demands for appraisal or payment of the fair value of such for shares of Company Common Stock received by Company and of withdrawals of such notice and any other instruments provided pursuant (ii) the opportunity to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have the right to participate in direct all negotiations and proceedings with respect to any such demandsdemands or notices. The Company shall not, except with without the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle, offer to settle or offer to settleotherwise negotiate, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCLdemands. Any payments made in respect Each holder of Dissenting Shares who becomes entitled under Article 13 of the GBCC to receive payment of the “fair value” for such holder’s shares shall receive such payment therefor from the Surviving Corporation (but only after the amount thereof shall have been finally determined pursuant to the GBCC), and such shares shall be made by the Surviving Corporationretired and cancelled.

Dissenting Shares. Each outstanding share of Notwithstanding anything in this Agreement to the contrary, any Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL issued and has not effectively withdrawn or lost such rights as of outstanding immediately prior to the Effective Time and held by a holder (a “Dissenting Stockholder”) who has not voted in favor of the "Merger or consented thereto in writing and who has demanded appraisal for such Company Common Stock in accordance with the DGCL (“Dissenting Shares"”) shall not be converted into or represent a right to receive the Merger Consideration hereunderin accordance with Section 2.1(c), 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 the State of Delaware, unless and until such holder thereof 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 or withdraws or otherwise loses such holder’s right to appraisal, such former Dissenting Shares held by such holder shall be entitled only treated as if they had been converted as of the Effective Time into a right to such rights receive, upon surrender as are granted by provided above, the DGCLMerger Consideration, without any interest or dividends thereon, in accordance with Section 2.1(c). The Company shall give Purchaser Parent prompt notice upon receipt of any demands received by the Company of any such demands for payment of the fair value of such shares appraisal of Company Common Stock and of Stock, withdrawals of or such notice demands and any other instruments provided served pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")the DGCL and received by the Company, and Purchaser Parent shall have the right to participate in direct all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of PurchaserParent, voluntarily such consent not to be unreasonably withheld or delayed, make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each Notwithstanding any provision of this Agreement to the contrary, Shares and shares of Class A Preferred Stock that are outstanding share immediately prior to the Effective Time and which are held by shareholders who shall not have voted in favor of Company Common Stock the holder of which has perfected this Agreement or consented thereto in writing and who shall have timely demanded appraisal rights under in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time Delaware Law (collectively, the "Dissenting SharesDISSENTING SHARES") shall not be converted into or represent a the right to receive the Merger Consideration hereunder, and the holder thereof Consideration. Such shareholders shall be entitled only to such rights as are granted by the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of any such demands for receive payment of such consideration as may be determined to be due in respect of such Dissenting Shares held by them in accordance with the fair value provisions of Delaware Law, except that all Dissenting Shares held by shareholders who effectively shall have withdrawn or lost their rights to demand appraisal of such Dissenting Shares under Delaware Law shall thereupon be deemed to have forfeited such appraisal rights and converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in Section 2.09, of the certificate or certificates that formerly evidenced such Shares or such shares of Company Common Stock Class A Preferred Stock. The Target shall give Acquiror (i) prompt notice of any written notice of intent to seek dissenters' rights received by the Target and of withdrawals of such notice and any other instruments provided pursuant (ii) the opportunity to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have the right to participate in direct all negotiations and proceedings with respect to any such demandsnotices. The Company Target shall not, except with without the prior written consent of PurchaserAcquiror, voluntarily make any payment with respect to, or settle or settle, offer to settle, or otherwise negotiate with respect to, any such demand for payment, notices or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary, Shares outstanding share immediately prior to the Effective Time and held by a holder who has not voted in favor of Company Common Stock the holder Merger or consented thereto in writing and who has demanded appraisal for such shares in accordance with Section 1300 of which has perfected the GCL, if such Section 1300 provides for appraisal rights for such Shares in the Merger ("Dissenting Shares"), shall not be converted into the right to receive the Merger Price as provided in Section 2.07, unless and until such holder fails to perfect or withdraws or otherwise loses his right to appraisal and payment under Section 262 of the DGCL and has not effectively withdrawn GCL. If, after the Effective Time, any such holder fails to perfect or lost withdraws or loses his right to appraisal, then such rights Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time (into the "Dissenting Shares") shall not be converted into or represent a right to receive the Merger Consideration hereunderPrice, and the if any, to which such holder thereof shall be entitled only to such rights as are granted by the DGCLis entitled, without interest or dividends thereon. The Company shall give Purchaser Parent prompt notice upon receipt of any demands received by the Company for appraisal of any such demands for payment of Shares and, prior to the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Effective Time, and Purchaser Parent shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of PurchaserParent, voluntarily make any payment with respect to, to or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCLdemands. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation.SECTION 3.02

Dissenting Shares. Each outstanding share of Notwithstanding Section 3.1, Company Common Stock issued and outstanding immediately prior to the holder Effective Time and held by a Holder who has not voted in favor of which the Merger or consented thereto in writing and who has perfected demanded appraisal rights under for such shares in accordance with Section 262 of Delaware Law, if such Section 262 provides for appraisal rights for such shares in the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time Merger (the "Dissenting Shares") shall not be converted into or represent a right to receive the Merger Consideration hereunderShares unless and until such holder fails to perfect, withdraws or otherwise loses its right to appraisal and payment under Delaware Law. If, after the holder thereof Effective Time, any such Holder fails to perfect, withdraws or loses its right to appraisal, such Dissenting Shares shall be entitled only treated as if they had been converted as of the Effective Time into the right to receive the Merger Shares, if any, to which such rights as are granted by the DGCLHolder is entitled, without interest or dividends thereon. The Company shall give Purchaser Omnipoint prompt notice upon receipt of any demands received by the Company for appraisal of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Stock, and Purchaser Omnipoint shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Company shall not, except Except with the prior written consent of PurchaserOmnipoint, voluntarily the Company shall not make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each Section 351.455 of the GBCL provides ----------------- dissenter's rights in connection with the Merger to the shareholders of the Company. Notwithstanding anything in this Merger Agreement to the contrary, any issued and outstanding share Company Common Shares or Company Preferred Shares held by a person (a "Dissenting Shareholder") who objects to the Merger and complies with all the provisions of the GBCL concerning the right of holders of Company Common Stock Shares and Company Preferred Shares to dissent from the holder Merger and require appraisal of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn their Company Common Shares or lost such rights as of the Effective Time Company Preferred Shares (the "Dissenting Shares") shall not be converted as described in Section 4.1 but shall become the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to the laws of the State of Missouri; provided, however, that Company Common Shares or Company Preferred Shares outstanding immediately prior to the Effective Date and held by a Dissenting Shareholder who shall, after the Effective Date, withdraw his demand for appraisal or lose his right of appraisal, in either case pursuant to the GBCL, shall be deemed to be converted as of the Effective Date, into or represent a the right to receive the Merger Consideration hereundercash amount, and the holder thereof shall be entitled only to such rights without interest, as are granted by the DGCLprovided in Section 4.1(b) or (c), as appropriate. The Company shall give Purchaser (i) prompt notice upon receipt of any demands for appraisal of Company Common Shares or Company Preferred Shares received by the Company of any such demands for payment of and (ii) the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, except with without the prior written consent of Purchaser, voluntarily Purchaser make any payment with respect to, or settle, offer to settle or offer to settleotherwise negotiate, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary, OPTA Shares outstanding share of Company Common Stock immediately prior to the Effective Time held by a holder of which has perfected (if any) who is entitled to demand, and who properly demands, appraisal rights under for such OPTA Shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "“Dissenting Shares"”) shall not be converted into or represent a right to receive the Merger Consideration hereunderunless such holder fails to perfect or otherwise loses such holder’s right to appraisal, and the holder thereof if any. Such stockholders shall be entitled only to receive payment of the appraised value of such rights OPTA Shares held by them in accordance with the provisions of such Section 262. If, after the Effective Time, such holder fails to perfect or loses any such right to appraisal, such OPTA Shares shall be treated as are granted by if they had been converted as of the DGCLEffective Time into the right to receive the Merger Consideration pursuant to Section 2.5(c). The Company OPTA shall give Purchaser ACQUIROR (i) prompt notice upon receipt by the Company of any such written demands for appraisal or payment of the fair value of such shares of Company Common Stock and of any OPTA Shares, withdrawals of such notice demands, and any other instruments provided served pursuant to applicable law the DGCL received by OPTA and (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have ii) the right opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. OPTA shall not voluntarily make any such demands. The Company payment with respect to any demands for appraisal and shall not, except with the prior written consent of PurchaserACQUIROR, voluntarily make any payment with respect to, or settle or offer to settle, settle any such demand for payment, or waive any failure to timely deliver demands at a written demand for appraisal or price per OPTA Share greater than the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving CorporationPer Share Amount.

Dissenting Shares. Each outstanding share Shares of Company Common Stock outstanding immediately prior to the Effective Time and held by a holder of which who has perfected appraisal rights under Section 262 not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such shares in accordance with the DGCL and has shall not effectively withdrawn be converted into a right to receive the applicable Merger Consideration, unless such holder fails to perfect, withdraws or lost otherwise loses such rights holder’s right to appraisal under the DGCL. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to appraisal, each such share shall be treated as if it had been converted as of the Effective Time (the "Dissenting Shares") shall not be converted into or represent a right to receive the applicable Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by the DGCLConsideration. The Company shall give Purchaser Parent (i) prompt notice upon receipt of any demands for appraisal pursuant to the DGCL received by the Company of any such demands for payment of the fair value of such shares of Company Common Stock and of Company, withdrawals of such notice demands, and any other instruments provided served pursuant to applicable law the DGCL and received by the Company in connection with such demands and (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have ii) the right opportunity to participate in all negotiations and proceedings with respect to any such demandsdemands for appraisal under the DGCL prior to the Effective Time. The Company shall not, except with the prior written consent of PurchaserParent or as otherwise required by any applicable Law, voluntarily make any payment with respect to, or settle to any such demands for appraisal or offer to settle, settle or settle any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share Notwithstanding any provision of Company Common Stock this Agreement to the holder of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "contrary, each Dissenting Shares") Share shall not be converted into or represent a right to receive the applicable portion of the Applicable Per-Share Merger Consideration hereunderConsideration, and the holder thereof but instead shall be entitled to only to such rights as are granted by the DGCL; provided, however, that if, after the Effective Time, such holder waives, withdraws, or loses such holder’s right to appraisal pursuant to the applicable provisions of the DGCL, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the applicable provisions of the DGCL, such Company Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Applicable Per-Share Merger Consideration in accordance with Section 4.1 without interest thereon, upon surrender and transfer of such shares. The Company shall give Purchaser provide the SPAC prompt written notice upon receipt of any demands received by the Company for appraisal of any Company Shares, any waiver or withdrawal of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice demand, and any other instruments provided pursuant demand, notice, or instrument delivered to applicable law (any stockholder duly making the Company prior to the Effective Time that relates to such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have the right to participate in all negotiations and proceedings with respect to any such demandsdemand. The Company shall not, except Except with the prior written consent of Purchaserthe SPAC (which consent shall not be unreasonably conditioned, voluntarily withheld, delayed or denied), the Company shall not make any payment with respect to, or settle settle, or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding share of Company Common Stock immediately prior to the holder of which has perfected Effective Time and that are held by stockholders properly exercising appraisal rights available under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time Corporation Law (the "“Dissenting Shares"”) shall not be converted into or represent a be exchangeable for the right to receive the Merger Consideration hereunderConsideration, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the Corporation Law. Dissenting Shares shall be treated in accordance with Section 262 of the Corporation Law. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, such holder’s Shares shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the holder thereof time that such right to appraisal shall be entitled only to such rights as are granted by have been irrevocably lost, withdrawn or expired, the DGCLMerger Consideration, without interest. The Company shall give Purchaser Parent and Merger Sub (a) prompt notice upon receipt by the Company of any such written demands for payment appraisal of the fair value of such shares of Company Common Stock and of any Shares, attempted withdrawals of such notice demands and any other instruments provided served pursuant to applicable law the Corporation Law and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the Corporation Law and (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have b) the right opportunity to participate in and control all negotiations and proceedings with respect to any such demandsdemands for appraisal under the Corporation Law. The Company shall not, except with the prior written consent of PurchaserParent, voluntarily make or agree to make any payment with respect toto any demands for appraisals of capital stock of the Company, offer to settle or settle or offer to settle, any such demand for payment, demands or waive approve any failure to timely deliver a written demand for appraisal or the taking withdrawal of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share Notwithstanding anything in this Agreement to the contrary, the shares of Company Common Stock outstanding immediately prior to the Effective Time held by a holder who has not voted in favor of which the Merger or consented thereto in writing and who has perfected demanded properly in writing appraisal rights under for such shares of Common Stock in accordance with Section 262 of the DGCL and has who shall not effectively have withdrawn such demand or lost such otherwise have forfeited appraisal rights as of the Effective Time (the "Dissenting Shares") shall not be converted into or represent a the right to receive the Merger Consideration hereunder, and the holder thereof ("Dissenting Shares"). Such stockholders shall be entitled only to receive payment of the appraised value of such Common Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares of Common Stock held by them under such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable, as are granted by of the DGCLEffective Time, for the right to receive, without any interest thereon, the Merger Consideration, upon surrender, in the manner provided in this Article II, of the Certificate or Certificates that formerly evidenced such shares of Common Stock. The Company shall give Parent and Purchaser prompt notice upon receipt of any demands for appraisal received by the Company of any such demands for payment of the fair value of such shares of Company Common Stock and of Company, withdrawals of such notice demands, and any other instruments provided served pursuant to applicable Delaware law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")and received by the Company, and Parent and Purchaser shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent and Purchaser, voluntarily make any payment with respect toto any demands for appraisal, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary, Shares outstanding share immediately prior to the Effective Time and held by a holder who has not voted in favor of Company Common Stock the holder Merger and who has delivered a written demand for appraisal of which has perfected appraisal rights under such Shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "Dissenting Shares") shall not be converted into or represent a the right to receive the Merger Consideration hereunderas provided in Section 1.2 hereof, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder's right to appraisal and payment under the DGCL. Such holder thereof shall be entitled only to receive payment of the appraised value of such rights as are granted by Shares in accordance with the provisions of the DGCL, provided that such holder complies with the provisions of Section 262 of the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses such holder's right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration, without interest thereon. The Company shall give Purchaser Merger Sub prompt notice upon receipt of any demands received by the Company for appraisal of any such demands for payment of Shares, and, prior to the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Effective Time, and Purchaser Merger Sub shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of PurchaserMerger Sub, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding share immediately prior to the Effective Time and held by a holder (a "Dissenting Stockholder"), if any, who has the right to demand, and who properly demand, an appraisal of Company Common Stock the holder of which has perfected appraisal rights under such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time any successor provision (the "Dissenting Shares") shall not be converted into or represent a right to receive the Per Share Merger Consideration hereunderunless such Dissenting Stockholder fails to perfect or otherwise loses or withdraws such Dissenting Stockholder's right to such appraisal, and if any. Provided the holder thereof of any Dissenting Shares complies with the provisions of the DGCL, such holder shall have with respect thereto solely the appraisal rights provided under Section 262 of the DGCL. If, after the Effective Time, such Dissenting Stockholder fails to perfect or otherwise loses or withdraws any such right to appraisal, each such share of such Dissenting Stockholder shall be entitled only treated as a share that had been converted as of the Effective Time into the right to such rights as are granted by receive the DGCLPer Share Merger Consideration in accordance with this Section 1.8. The Company shall give Purchaser prompt notice upon receipt to Purchaser of any demands received by the Company for appraisal of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Shares, and Purchaser shall have the right to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of Purchaser, voluntarily which consent shall not be unreasonably withheld, make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding Notwithstanding anything in this Agreement to the contrary, with respect to each share of Company Common Stock as to which the holder thereof shall have properly perfected dissenter’s rights in accordance with the provisions of Section 262 of the DGCL (each, a “Dissenting Share”), if any, such holder shall be entitled to payment, solely from the Surviving Corporation, of the appraisal value of the Dissenting Shares to the extent permitted by and in accordance with the provisions of Section 262 of the DGCL; provided, however, that (i) if any holder of Dissenting Shares, under the circumstances permitted by and in accordance with the DGCL, affirmatively withdraws such holder’s demand for appraisal of such Dissenting Shares, (ii) if any holder of Dissenting Shares fails to establish such holder’s entitlement to dissenters’ rights as provided in the DGCL or (iii) if any holder of Dissenting Shares takes or fails to take any action the consequence of which has perfected appraisal rights is that such holder is not entitled to payment under Section 262 of the DGCL and has not effectively withdrawn for such holder’s shares, such holder or lost such rights holders (as of the Effective Time (the "Dissenting Shares"case may be) shall not be converted into or represent a forfeit the right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of any such demands for payment of the fair value appraisal of such shares of Company Common Stock and such shares of withdrawals Company Common Stock shall thereupon be deemed to have been converted, as of the Effective Time, into and represent the right to receive the Merger Consideration payable in respect of such shares of Company Common Stock. The Company shall give Parent prompt notice and of any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")demands received by the Company for appraisal of shares of Company Common Stock, and Purchaser Parent shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Company shall notnot settle, except with the prior written consent of Purchaser, voluntarily make any payment payments with respect to, or settle or offer to settle, any such demand for payment, or waive any failure claim with respect to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by without the Surviving Corporationprior written consent of Parent.

Dissenting Shares. Each outstanding share Notwithstanding any provision of this Agreement to the contrary, if and to the extent required by the DGCL, shares of Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL are issued and has not effectively withdrawn or lost such rights as of outstanding immediately prior to the Effective Time (the "Dissenting Shares") shall not be converted into or represent a right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as which are granted held by the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of any such demands for payment of the fair value holders of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law who have properly exercised appraisal rights with respect thereto (any stockholder duly making such demand being hereinafter called a the "Dissenting StockholderCommon Stock")) in accordance with Section 262 of the DGCL, and Purchaser shall have not be exchangeable for the right to participate receive the Merger 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 all negotiations accordance with the provisions of Section 262 of the DGCL unless and proceedings with respect until such holders fail to perfect or effectively withdraw or otherwise lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such demandsholder fails to perfect or effectively withdraws or loses such right, such shares of Dissenting Common Stock shall thereupon be treated as if they had been converted into and to have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. Notwithstanding anything to the contrary contained in this Section 2.3, if (i) the Merger is rescinded or abandoned or (ii) the stockholders of the Company revoke the authority to effect the Merger, then the right of any stockholder to be paid the fair value of such stockholder's Dissenting Common Stock pursuant to Section 262 of the DGCL shall cease. The Company shall give Parent prompt notice of any demands received by the Company for appraisals of shares of Dissenting Common Stock. The Company shall not, except as required by applicable law or with the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle to any demands for appraisals or offer to settle, settle or settle any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the holder Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of which has perfected appraisal rights under such Appraisal Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "Dissenting Shares"“Section 262”) shall not be converted into or represent a the right to receive the Merger Consideration hereunderas provided in Section 2.1(b), and but rather the holder thereof holders of Appraisal Shares shall be entitled only to such rights as are granted payment by the DGCL. The Company shall give Purchaser prompt notice upon receipt by Surviving Corporation of the Company “fair value” of such Appraisal Shares in accordance with and to the extent provided in Section 262; provided, however, that if any such demands for payment holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 with respect to Appraisal Shares, then the right of the fair value such holder to seek appraisal of such shares of Company Common Stock shall cease and such shares of withdrawals Company Common Stock shall be deemed to have been converted as of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")the Effective Time into, and Purchaser shall to have become exchangeable solely for, the right to participate receive the Merger Consideration as provided in all negotiations and proceedings with respect to any such demandsSection 2.1(b), without interest. The Company shall give prompt notice, and in any event within 48 hours of receipt, to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, and Parent shall participate in and control all negotiations and Proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with without the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for paymentdemands, or waive agree to do any failure to timely deliver a written demand for appraisal or of the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationforegoing.

Dissenting Shares. Each outstanding share For purposes of Company this Agreement, “Dissenting Shares” means shares of Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL Company held immediately prior to the Effective Time by a shareholder who did not vote in favor of the Merger (or consent thereto in writing) and has with respect to which demand to the Company for purchase of such shares is duly made and perfected in accordance with Section 1301 of the CGCL and not subsequently and effectively withdrawn or lost such rights as forfeited. Notwithstanding the provisions of Section 1.07(a) or any other provision of this Agreement to the Effective Time (the "contrary, Dissenting Shares") Shares shall not be converted into or represent a be exchangeable for the right to receive the Merger Consideration hereunderat or after the Effective Time, and but shall entitle the holder thereof to receive such consideration as may be determined to be due to holders thereof pursuant to the CGCL, unless and until the holder of such Dissenting Shares withdraws his, her or its demand for such appraisal or shall become ineligible for such appraisal (through failure to perfect or otherwise). If a holder of Dissenting Shares shall withdraw his, her or its demand for such appraisal or shall become ineligible for such appraisal (through failure to perfect or otherwise), then, as of the Effective Time or the occurrence of such event, whichever last occurs, such holder’s Dissenting Shares shall automatically be entitled only converted into and represent the right to such rights receive the Merger Consideration for each Dissenting Share, without interest, as are granted by provided in Section 1.07(a) and in accordance with the DGCLCGCL. The Company shall give Purchaser Parent (i) prompt notice upon receipt of any demands received by the Company for appraisal of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, except with without the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle, offer to settle or offer to settleotherwise negotiate, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share Notwithstanding anything to the contrary contained in this Agreement, to the extent appraisal rights are available to the Company's shareholders pursuant to the KGCC, any shares of Company Common Stock held by a person who objects to the holder Merger, whose shares of which has perfected appraisal rights under Section 262 Company Common Stock were not entitled to vote or were not voted in favor of the DGCL Merger and who complies with all of the provisions of the KGCC concerning the rights of such person to dissent from the Merger and to require appraisal of such person's shares of Company Common Stock and who has not effectively withdrawn such objection or lost waived such rights as of prior to the Effective Time Closing Date (the "Company Dissenting Shares") shall not be converted into or represent a pursuant to Section 2.2 but shall become the right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of Purchaser, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder consideration as may be necessary determined to perfect appraisal rights under be due to the DGCL. Any payments made in respect holder of such Company Dissenting Shares shall pursuant to the KGCC, including, if applicable, any costs determined to be made payable by Sub or the Surviving CorporationCompany to the holders of the Company Dissenting Shares pursuant to an order of the district court in accordance with the KGCC. Notwithstanding the foregoing, as set forth hereinafter, the obligation of Gold to close on this transaction is contingent upon the total required cash payments due Company's shareholders totaling less than 5% of the total consideration being provided by Gold to Company as consideration for this Merger.

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary, any Common Shares issued and outstanding share of Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of immediately prior to the Effective Time and held by a holder (a “Dissenting Stockholder”) who has not voted in favor of the "Merger or consented thereto in writing and who has properly demanded appraisal for such Common Shares in accordance with the DGCL (“Dissenting Shares"”) shall not be converted into or represent a right to receive the Merger Consideration hereunderat the Effective Time in accordance with 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 the State of Delaware, unless and until such holder thereof 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 or withdraws or otherwise loses such holder’s right to appraisal, such former Dissenting Shares held by such holder shall be entitled only treated as if they had been converted as of the Effective Time into a right to such rights receive, upon surrender as are granted by provided above, the DGCLMerger Consideration, without any interest or dividends thereon, in accordance with Section 2.01(a). The Company shall give Purchaser Merger Sub prompt notice upon receipt of any demands received by the Company for appraisal of any such demands for payment of the fair value of such shares of Company Common Stock and of Shares, withdrawals of such notice demands and any other instruments provided served pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")the DGCL and received by the Company, and Purchaser Merger Sub shall have the right to participate in direct all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding share of Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of immediately prior to the Effective Time and held of record or beneficially by a person who has not voted in favor of approval and adoption of this Agreement and who is entitled to demand and properly exercises dissenters’ rights with respect to such Shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, Sections 302A.471 and 302A.473 of the MBCA (the "Dissenting Shares") “Dissenters Rights”), shall not be converted into or represent a the right to receive the Merger Consideration hereunder, and the holder thereof for such Dissenting Shares but instead shall be entitled only to such rights as are granted by the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of any such demands for payment of the fair value (including interest determined in accordance with Section 302A.473 of the MBCA) of such shares of Company Common Stock and of withdrawals Dissenting Shares in accordance with the Dissenters Rights; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to dissent under the Dissenters Rights, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, the Merger Consideration, without interest thereon. The Company shall provide prompt written notice to Parent of any demands and any other instruments provided served pursuant to applicable law (Law that are received by the Company for Dissenters Rights with respect to any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Shares, and Purchaser Parent shall have the right to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, except with without the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demand for paymentdemand, or waive agree to do any failure to timely deliver a written demand for appraisal or of the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationforegoing.

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary, shares of the Company Stock issued and outstanding share immediately prior to the Effective Time held by a Stockholder (if any) who has not voted such shares in favor of Company Common Stock the holder adoption of this Agreement and with respect to which has appraisal shall have been duly demanded and perfected appraisal rights under and not effectively withdrawn or lost prior to the Effective Time (“Dissenting Shares”) in accordance with Section 262 of the DGCL and has not effectively withdrawn (or lost such rights as of the Effective Time any successor provision) (the "Dissenting Shares"“Dissenters’ Rights Statute”) shall not be converted into or represent a right to receive Equityholder Consideration but shall have the Merger Consideration hereunderrights set forth in the Dissenters’ Rights Statute (or any successor provision). If, and after the holder thereof Effective Time, such Stockholder fails to perfect or loses any such right to payment, each such share of such Stockholder shall be entitled only treated as a share that had been converted as of the Effective Time into the right to such rights as are granted by receive the DGCLapplicable portion (if any) of the Equityholder Consideration, without interest, in accordance with this Section 2.1. The Company shall give Purchaser the Buyer (i) prompt written notice upon receipt of any demands for the Company to purchase the Stockholder’s shares of Company Stock for cash received by the Company Company, withdrawals or attempted withdrawals of any such demands for payment and any other notice given or instruments served relating to the exercise of appraisal or dissenters’ rights pursuant to the fair value Dissenters’ Rights Statute and received by the Company (each, a “Dissenters’ Claim”), including the name of such each dissenting Stockholder and the number of shares of Company Common Stock to which the dissent relates and of withdrawals of such notice and any other instruments provided pursuant (ii) to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")the maximum extent permitted by Law, and Purchaser shall have the right to participate in direct and control all negotiations and proceedings with respect to any such demands. The Company shall not, except with without the prior written consent of Purchaserthe Buyer, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding Notwithstanding any provision of this Agreement to the contrary, each share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time, the holder of which has perfected appraisal rights under Section 262 not voted in favor of the Merger or consented thereto in writing and who has provided the Company with a written demand for appraisal for such shares of Company Common Stock in accordance with the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "in each case, a “Dissenting Shares") shall Share”), will not be converted into or represent a the right to receive the Merger Consideration hereunderPer Share Equity Consideration, and the holder thereof except as set forth below. Such holders shall instead be entitled only to such rights as are granted by the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of any such demands for receive payment of the fair appraised value of such shares of Company Common Stock and held by them in accordance with the provisions of withdrawals Section 262 of the DGCL, except that all Dissenting Shares held by Company Stockholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights to appraisal of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shares of Company Common Stock under Section 262 of the DGCL shall have thereupon be treated as if they had been converted as of the Effective Time into the right to participate in receive the Per Share Equity Consideration pursuant to Section 3.1(b). The Company shall give Buyer prompt notice of any written demands received by the Company for appraisal, and Xxxxx shall conduct all negotiations and proceedings with respect to any such demandsdemands (provided that Buyer shall keep the Company reasonably apprised of the same). The Company shall not, except with the prior written consent of PurchaserXxxxx, voluntarily make any payment with respect to, to any demands for appraisal or settle or offer to settle, settle any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock which immediately prior to the holder of which has Effective Time are held by stockholders who have properly exercised and perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "Dissenting Shares") ), shall not be converted into or represent a the right to receive the Merger Consideration hereunderConsideration, and but the holder thereof holders of Dissenting Shares shall be entitled only to receive such rights consideration as are granted by shall be determined pursuant to Section 262 of the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of ; provided, however, that if any such demands for holder shall have failed to perfect or shall withdraw or lose his right to appraisal and payment under the DGCL, such holder's shares of Company Common Stock shall thereupon be deemed to have been converted as of the fair value of Effective Time into the right to receive the Merger Consideration, without any interest thereon, and such shares of Company Common Stock shall no longer be Dissenting Shares. The Company shall give Acquiror notice of any Dissenting Shares and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser Acquiror shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Neither the Company shall notnor the Surviving Corporation shall, except with the prior written consent of PurchaserAcquiror, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation.

Dissenting Shares. Each outstanding share of Company Common Stock Share the holder of which has perfected appraisal rights its right to dissent under Section 262 13.01 et seq. of the DGCL VBCA and has not effectively withdrawn or lost such rights right as of the Effective Time (the "“Dissenting Shares"”) shall not be converted into or represent a right to receive the Merger Consideration hereunderany payment under this Article II, and the holder thereof shall be entitled only to such rights as are granted by the DGCLVBCA; provided, however, that any Dissenting Share held by a Person at the Effective Time who shall, after the Effective Time, withdraw the demand for payment for shares or lose the right to payment for shares, in either case pursuant to the VBCA, shall be deemed to be converted into, as of the Effective Time, the right to receive payment pursuant to this Article II. The Company shall give Purchaser Parent (i) prompt notice upon receipt by the Company of any such written demands for payment of the fair value of such shares of Company Common Stock Shares and of withdrawals of such notice and any other instruments provided pursuant to applicable law Law and (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have ii) the right opportunity to participate in direct all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of Purchaser, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand payment of fair value for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights Shares under the DGCLVBCA. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation. The Company shall not, prior to the Effective Time, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for payment of fair value, offer to settle or settle any such demands without the written consent of Parent.

Dissenting Shares. Each outstanding Notwithstanding anything in this Agreement to the contrary, any share of Company Common Stock that is issued and outstanding immediately prior to the holder of Effective Time and which is held by a Stockholder who has perfected properly exercised his, her or its appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost Delaware Law (such rights as of the Effective Time (the share being a "Dissenting Shares") shall not be converted into or represent a right to receive the Merger Consideration hereunder, Share" and the holder thereof shall be entitled only to such rights as are granted by the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand Stockholder being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have not be converted into the right to receive the consideration to which the holder of such share would be entitled pursuant to this Agreement, including Section 3.1, but rather shall be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Share pursuant to the Delaware Law; provided, however, that if any Dissenting Stockholder fails to perfect such stockholder's appraisal rights under the Delaware Law or effectively waives, withdraws or otherwise loses such rights with respect to any Dissenting Shares, or if a court of competent jurisdiction shall determine that such stockholder is not entitled to the relief provided by Section 262 of the Delaware Law, such Dissenting Shares shall thereupon automatically be converted into the right to receive the applicable amounts provided in this Agreement, including Section 3.1, pursuant to the exchange procedures set forth in Section 3.9. The Company shall give (A) Parent prompt notice of any written demand for appraisal received by the Company pursuant to the applicable provisions of the Delaware Law, and (B) the opportunity to participate in all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of PurchaserParent (such consent not to be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to, or settle to any such demands or offer to settle, settle or settle any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary, OPTA Shares outstanding share of Company Common Stock immediately prior to the Effective Time held by a holder of which has perfected (if any) who is entitled to demand, and who properly demands, appraisal rights under for such OPTA Shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "Dissenting Shares") shall not be converted into or represent a right to receive the Merger Consideration hereunderunless such holder fails to perfect or otherwise loses such holder's right to appraisal, and the holder thereof if any. Such stockholders shall be entitled only to receive payment of the appraised value of such rights OPTA Shares held by them in accordance with the provisions of such Section 262. If, after the Effective Time, such holder fails to perfect or loses any such right to appraisal, such OPTA Shares shall be treated as are granted by if they had been converted as of the DGCLEffective Time into the right to receive the Merger Consideration pursuant to Section 2.5(c). The Company OPTA shall give Purchaser ACQUIROR (i) prompt notice upon receipt by the Company of any such written demands for appraisal or payment of the fair value of such shares of Company Common Stock and of any OPTA Shares, withdrawals of such notice demands, and any other instruments provided served pursuant to applicable law the DGCL received by OPTA and (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have ii) the right opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. OPTA shall not voluntarily make any such demands. The Company payment with respect to any demands for appraisal and shall not, except with the prior written consent of PurchaserACQUIROR, voluntarily make any payment with respect to, or settle or offer to settle, settle any such demand for payment, or waive any failure to timely deliver demands at a written demand for appraisal or price per OPTA Share greater than the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving CorporationPer Share Amount.

Dissenting Shares. Each outstanding share Notwithstanding anything to the contrary contained in this Agreement, holders of any shares of Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of that are outstanding immediately prior to the Effective Time who did not vote in favor of the Merger and who complied with the applicable provisions of the PGCL (the "Dissenting SharesShareholders") shall not be converted into or represent a right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are may be granted to such holder in the PGCL. From and after the Effective Time, a Dissenting Shareholder 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 perfect or shall waive, rescind, withdraw or otherwise lose such holder's right of appraisal under the PGCL, then such shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate or certificates representing such shares) such consideration as provided by the DGCLSection 1.5(c). The Company (i) shall give Purchaser ADAC prompt written notice upon receipt of any notice received by the Company of any such demands for payment of a shareholder's intent to demand appraisal or dissenters' rights, pursuant to the fair value of such shares of Company Common Stock PGCL and of withdrawals of such notice and any other instruments provided notice, demand or instrument delivered to the Company pursuant to applicable law (the PGCL and of any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")other communication relating to the foregoing, and Purchaser (ii) shall have give ADAC's representatives the right opportunity to participate in all negotiations and proceedings with respect to any such demandsnotice, demand or instrument. The Company shall not, except with the prior written consent of Purchaser, voluntarily not make any payment, settlement or offer of payment or settlement with respect to, or settle or offer to settle, any such notice or demand for unless ADAC shall have consented in writing to such payment, settlement or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationoffer.

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary, Shares (other than Cancelled Shares) outstanding share of Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has properly demanded appraisal for such Shares in accordance with the DGCL (the "“Dissenting Shares"”) shall not be converted into or represent be exchangeable for the right to receive a portion of the Merger Consideration unless and until such holder fails to perfect or withdraws or otherwise loses his right to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the portion of the Merger Consideration hereunderConsideration, and the if any, to which such holder thereof shall be is entitled only pursuant to such rights as are granted by the DGCLSection 3.1, without interest. The Company shall give Purchaser Parent prompt written notice upon receipt of any written demands received by the Company for appraisal of any such demands for payment of the fair value of such shares of Company Common Stock and of Shares, attempted written withdrawals of such notice demands, and any other instruments provided served pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), the DGCL and Purchaser received by the Company relating to stockholders’ rights to appraisal with respect to the Merger. Parent and the Company shall have the right to jointly participate in all negotiations and proceedings with respect to any exercise of such demandsappraisal rights under the DGCL. The Neither Parent nor the Company shall notshall, except with the prior written consent of Purchaserthe other, voluntarily make any payment with respect toto any demands for payment of fair value for capital stock of the Company, offer to settle or settle or offer to settle, any such demand for payment, demands or waive approve any failure to timely deliver a written demand for appraisal or the taking withdrawal of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary, Shares outstanding share immediately prior to the Effective Time and held by a holder who has not voted in favor of Company Common Stock the holder Merger and who has delivered a written demand for appraisal of which has perfected appraisal rights under such Shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "“Dissenting Shares"”) shall not be converted into or represent a the right to receive the Merger Consideration hereunderas provided in Section 1.2 hereof, unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal and payment under the DGCL. Such holder thereof shall be entitled only to receive payment of the appraised value of such rights as are granted by Shares in accordance with the provisions of the DGCL, provided that such holder complies with the provisions of Section 262 of the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration, without interest thereon. The Company shall give Purchaser Merger Sub prompt notice upon receipt of any demands received by the Company for appraisal of any such demands for payment of Shares, and, prior to the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Effective Time, and Purchaser Merger Sub shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of PurchaserMerger Sub, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share of Company Common Stock Notwithstanding anything in this Agreement to the holder of which contrary, no Person who has prior to the Effective Time perfected appraisal a demand for dissenters' rights under pursuant to Section 262 of the DGCL with respect to any Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and has not until such Person shall have effectively withdrawn (in accordance with Section 262 of the DGCL) or lost such Person's right to payment of fair value under the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such rights as of Dissenting Stockholder's right to appraisal under the Effective Time (the "DGCL with respect to Dissenting Shares") shall not be converted into or represent a right to receive the Merger Consideration hereunder, and the holder thereof such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such rights as are granted by the DGCLDissenting Shares. The Company shall give Purchaser Parent (i) prompt notice upon receipt by the Company of any such written demands for payment of the fair value of such shares of Company Common Stock and of value, attempted withdrawals of such notice demands, and any other instruments provided served pursuant to applicable law Law that are received by the Company relating to Company stockholders' dissenters' rights and (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have ii) the right opportunity to participate in and control all negotiations and proceedings with respect to any such demandsdemands for payment of fair value by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of PurchaserParent, voluntarily make any payment with respect toto any demands for payment of fair value, offer to settle or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share Notwithstanding anything to the contrary set forth in this Agreement, shares of Company Common Capital Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL issued and has not effectively withdrawn or lost such rights as of outstanding immediately prior to the Effective Time and held by a holder who has properly exercised dissenters’ rights in respect of such 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 dissenters’ rights under applicable Law with respect to such shares) in accordance with Sections 607.1301 through 607.1340 of the FBCA (the "Dissenting Shares"“Appraisal Statutes”) shall not be converted into or represent a right to receive a portion of the Merger Consideration hereunder, and the holder thereof but instead shall be entitled only to payment of such rights consideration as are granted may be determined to be due in accordance with the Appraisal Statutes; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses such holder’s right to dissent pursuant to the Appraisal Statutes, or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the DGCLAppraisal Statutes, such shares of Company 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 in accordance with Section 3.01(b), without interest thereon, upon surrender of such shares of Company Capital Stock. The Company shall give Purchaser prompt notice upon receipt to First Foundation of any demands received by the Company for appraisal, of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice demands, and of any other documents or instruments provided pursuant received by the Company related to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")the foregoing, and Purchaser First Foundation shall have the right to participate in direct all negotiations and proceedings with respect to any such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of PurchaserFirst Foundation, voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demand for paymentdemand, or waive agree to any failure to timely deliver a written demand for such appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCLdemands. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation.​

Dissenting Shares. Each outstanding share Notwithstanding any provision of this Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the holder Effective Time and which are held by Stockholders (as defined in Section 2.2(a)) who shall not have voted in favor of which has perfected the Merger or consented thereto in writing and who shall have demanded properly in writing appraisal rights under for such shares in -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (collectively, the "Dissenting Shares") shall not be converted into or represent a the right to receive the Merger Consideration hereunder, and the holder thereof Shares. Such Stockholders shall be entitled only to such rights as are granted by the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of any such demands for receive payment of the fair appraised value of such shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares under such section 262 shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive Merger Shares, without any interest thereon, upon surrender, in the manner provided in Section 2.2(b), of the certificate or certificates that formerly evidenced such shares. Company Common Stock and shall give Buyer (i) prompt notice of any demands for appraisal received by Company, withdrawals of such notice demands, and any other instruments provided served pursuant to applicable law the DGCL and received by Company and (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have ii) the right opportunity to participate in direct all negotiations and proceedings with respect to any such demandsdemands for appraisal under the DGCL. The Company shall not, except with the prior written consent of PurchaserBuyer, voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share Notwithstanding anything in this Agreement to the contrary, shares (“Dissenting Shares”) of Company Common Stock and Company Preferred Stock that are outstanding immediately prior to the holder Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of which has perfected appraisal rights under such Dissenting Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "Dissenting Shares"“Section 262”) shall not be converted into or represent a the right to receive a portion of the Merger Consideration, but instead shall be cancelled and shall represent the right to receive only those rights provided under Section 262; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to receive those rights under Section 262 shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and shall represent only the right to receive, a portion of the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by the DGCLprovided in Section 1.6(c). The Company shall give Purchaser serve prompt notice upon receipt to Parent of any demands received by the Company for appraisal of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")or Company Preferred Stock, and Purchaser Parent shall have the right to participate in all negotiations and proceedings Proceedings with respect to any such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of PurchaserParent (not to be unreasonably withheld), voluntarily make any payment with respect to, or settle or offer to settle, any such demand for paymentdemands, or waive agree to do any failure to timely deliver a written demand for appraisal or of the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationforegoing.

Dissenting Shares. Each outstanding Notwithstanding anything in this Agreement to the contrary, each share of Company Common Stock that is issued and outstanding immediately prior to the holder of which Effective Time and that is held by a stockholder who has properly exercised and perfected appraisal rights under Section 262 the provisions of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time NYBCL (the collectively, "Dissenting SharesDISSENTING SHARES") ), shall not be converted into or represent a exchangeable for the right to receive the Merger Consideration hereunderConsideration, and but shall instead entitle the holder thereof to receive payment therefor as shall be entitled only determined pursuant to the provisions of the NYBCL; PROVIDED, HOWEVER, that if such rights holder shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the NYBCL, each share of Company Common Stock of such holder shall thereupon be deemed to have been converted into and to have become exchangeable for, as are granted by of the DGCLEffective Time, the right to receive the Per Share Merger Consideration in respect to each such share in accordance with Section 2.8(a), and such shares shall no longer be Dissenting Shares. The Company shall give Purchaser Parent (i) prompt notice upon receipt of any written objection or election to dissent received by the Company of any such demands for payment pursuant to Sections 623 and 910 of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")NYBCL, and Purchaser shall have (ii) the right opportunity to participate in direct all negotiations and proceedings with respect to any such demandsobjections. The Company shall not, except with without the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle, offer to settle or offer to settleotherwise negotiate, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationobjections.

Dissenting Shares. Each outstanding share Notwithstanding anything in this Agreement to the contrary, shares of Company i360 Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of outstanding immediately prior to the Effective Time held by a holder (if any) who is entitled to demand, and who properly demands, appraisal for such shares in accordance with Section 16-10a-1301 of the UBCA ("Dissenting Shares") shall not be converted into or represent a right to receive the Merger Consideration hereunderunless such holder fails to perfect or otherwise loses such holder's right to appraisal, and if any. If after the Effective Time such holder thereof fails to perfect or loses any such right to appraisal, such Dissenting Shares shall be entitled only treated as if they had been converted as of the Effective Time into a right to such rights as are granted by the DGCLreceive Merger Consideration pursuant to Section 2.1(b). The Company i360 shall give Purchaser prompt written notice upon receipt by the Company to InfoCast of any such demands received by i360 for payment appraisal of the fair value of such shares of Company i360 Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser InfoCast shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Company Prior to the Effective Time, i360 shall not, except with the prior written consent of PurchaserInfoCast, voluntarily which consent shall not be unreasonably withheld, make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure demands. Any Merger Consideration that would otherwise have been allocated to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect Shares if the holders thereof had not properly perfected their appraisal rights will not be paid under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving CorporationSection 2.1(b).

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding share immediately prior to the Effective Time that are held by any holder who has not voted in favor of Company Common Stock the holder Merger and who is entitled to demand and properly demands appraisal of which has perfected appraisal rights under such Shares pursuant to Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "“Dissenting Shares"”) shall not be converted into or represent a the right to receive the Per Share Merger Consideration, unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to appraisal under the DGCL. Dissenting Shares shall be treated in accordance with Section 262 of the DGCL. If any such holder fails to perfect or withdraws or loses any such right to appraisal, each such Share of such holder shall thereupon be converted into and become exchangeable only for the right to receive, as of the later of the Effective Time and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the Per Share Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by the DGCLin accordance with Section 3.01(a). The Company shall give Purchaser serve prompt notice upon receipt by the Company to Parent of any such demands for payment appraisal of the fair value of such shares of Company Common Stock and of any Shares, attempted withdrawals of such notice notices or demands and any other instruments provided pursuant received by the Company relating to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")rights to appraisal, and Purchaser Parent shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Company shall not, except with without the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share Notwithstanding any other provision contained in this Agreement, no shares of Company Bank Common Stock that are issued and outstanding as of the Effective Time and that are held by a shareholder who has properly exercised such shareholder’s appraisal rights (any such shares being referred to herein as “Dissenting Shares”) under subchapter H of Chapter 10 of the TBOC shall be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.7(d) but instead shall be entitled to such rights (but only such rights) as are granted by the TBOC (unless and until such shareholder shall have failed to perfect, or shall have effectively withdrawn or lost, such shareholder’s right to dissent from the Merger under the TBOC) 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 TBOC. If any holder of which Dissenting Shares shall have so failed to perfect or has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights shareholder’s right to dissent from the Merger, each of such holder’s shares of Bank Common Stock shall thereupon be deemed to have been converted into and to have become, as of the Effective Time (Time, the "Dissenting Shares") shall not be converted into or represent a right to receive the Per Share Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by the DGCLConsideration. The Company Bank shall give Purchaser Parent (i) prompt notice upon receipt by the Company of any such demands notice or demand for appraisal or payment of the fair value of such for shares of Company Bank Common Stock received by Bank and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have ii) the right opportunity to participate in and direct, in consultation with Bank, all negotiations and proceedings with respect to any such demandsdemand or notices. The Company Bank shall not, except with without the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle, offer for settle or offer to settle, otherwise negotiate any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation.demands.‌

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary, any issued and outstanding share Company Shares held by a person entitled to vote on the Merger who has neither voted in favor of the Merger nor consented in writing thereto (each, a "Dissenting Shareholder") and who otherwise complies with all the applicable provisions of the CBCA concerning the rights of holders of Company Common Stock Shares to dissent from the holder Merger and require purchase by the Company of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time their Company Shares (the "Dissenting Shares") shall not be 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 CBCA. If, after the Effective Time, such Dissenting Shareholder withdraws his, her or its demand or intends to demand for purchase of the Dissenting Shares (with the Company's consent) or fails to perfect or otherwise loses his, her or its status as a Dissenting Shareholder, in any case pursuant to the CBCA, each of his, her or its Company Shares shall be deemed to be canceled as of the Effective Time and converted into or represent a the right to receive the Merger Consideration hereunderConsideration, and in the holder thereof shall be entitled only to such rights as are granted manner contemplated by the DGCLSection 3.1(b) without interest thereon. The Company shall give Purchaser Parent (i) prompt notice upon receipt of any written demand for purchase of the Dissenting Shares received by the Company of any such demands for payment pursuant to the applicable provisions of the fair value of such shares of Company Common Stock CBCA and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have ii) the right opportunity to participate in all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of PurchaserParent, voluntarily make an offer of any payment or make any payment with respect to, or settle to any such demands or offer to settle, settle or settle any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCLdemands. Any payments made in respect of Dissenting Shares shall communication to be made by the Surviving CorporationCompany 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. Each outstanding share Notwithstanding ‎Section 2.02, shares of Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted, or caused or permitted to be voted, any shares in favor of which the Merger or consented thereto in writing and who has demanded and perfected such holder’s right to appraisal rights for such shares in accordance with Delaware Law shall not be converted into, or represent, the right to receive the Merger Consideration, but instead and in lieu thereof, shall have the right to receive payment from Parent with respect to such shares in accordance with Section 262 of Delaware Law; provided, however, that if such holder fails to perfect, withdraws or otherwise loses the right to appraisal or if a court of competent jurisdiction shall otherwise determine that such shareholder is not entitled to the relief provided under Section 262 of the DGCL and has not effectively withdrawn or lost Delaware Law, then such rights shares shall be treated as if they had been converted as of the Effective Time (into the "Dissenting Shares") shall not be converted into or represent a right to receive only the Merger Consideration hereunderConsideration, and the holder thereof shall be entitled only to such rights as are granted by the DGCLwithout interest thereon. The Company shall give Purchaser Parent prompt notice upon receipt of any notice of intent to demand payment or other demands received by the Company for appraisal of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Stock, and Purchaser Parent shall have the right to participate in and control and direct all negotiations and proceedings with respect to any such demands. The Company shall not, except Except with the prior written consent of PurchaserParent or as required by Applicable Law, voluntarily the Company shall not make any payment with respect to, or offer to settle or offer to settle, any such demand for payment, or waive demands (including by providing any failure to timely deliver a written demand for appraisal or estimate of the taking fair value of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationshares).

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary, Cxxxx Shares outstanding share of Company Common Stock immediately prior to the Effective Time held by a holder of which has perfected (if any) who is entitled to demand, and who properly demands, appraisal rights under for such Cxxxx Shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "“Dissenting Shares"”) shall not be converted into or represent a right to receive the Merger Consideration hereunderunless such holder fails to perfect or shall have effectively withdrawn or otherwise lost such holder’s right to appraisal, and the holder thereof if any. Such stockholders shall be entitled only to such rights as are granted by the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of any such demands for receive payment of the fair appraised value of such shares of Company Common Stock and of withdrawals Cxxxx Shares held by them in accordance with the provisions of such notice and Section 262. If, after the Effective Time, such holder fails to perfect, effectively withdraws or otherwise loses any other instruments provided such right to appraisal, such Cxxxx Shares shall be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration pursuant to applicable law (Section 2.5(c) without any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")interest thereon. Cxxxx shall give Acquiror prompt notice of any demands received by Cxxxx for appraisal of Cxxxx Shares, and Purchaser Acquiror shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Company Cxxxx shall not, except with the prior written consent of PurchaserAcquiror or as otherwise required by Law, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for paymentdemands, nor shall Cxxxx agree to or waive commit to making any failure such payment or settlement or admit to timely deliver a written demand for appraisal or the taking of any other action by liability with respect to such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationmatters.

Dissenting Shares. Each outstanding share of Company Common Stock Notwithstanding anything in this Agreement to the holder of which has perfected appraisal rights under Section 262 contrary, any Shares held by a Person (a "Dissenting Stockholder") who does not vote to approve the Merger and complies with all the provisions of the DGCL concerning the right of holders of Shares to dissent from the Merger and has not effectively withdrawn or lost demands an appraisal of such rights as of the Effective Time Person's Shares (the "Dissenting Shares") shall not be converted as described in Section 2.6 hereof, but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL. If, after the Effective Time, such Dissenting Stockholder withdraws such Dissenting Stockholder's demand or represent fails to perfect or otherwise loses such Dissenting Stockholder's rights as a Dissenting Stockholder to payment of fair value, in any case pursuant to the DGCL, such Dissenting Stockholder's Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by the DGCLConsideration. The Company shall give Purchaser Parent (a) prompt notice upon receipt of any demands for appraisal of Shares received by the Company of any such demands for payment of and (b) the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, except with without the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle, offer to settle or offer to settleotherwise negotiate, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share Notwithstanding anything to the contrary contained in this Agreement, holders of any shares of Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of that are outstanding immediately prior to the Effective Time who did not vote in favor of the Merger and who complied with the applicable provisions of the PGCL (the "Dissenting SharesDISSENTING SHAREHOLDERS") shall not be converted into or represent a right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are may be granted to such holder in the PGCL. From and after the Effective Time, a Dissenting Shareholder 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 perfect or shall waive, rescind, withdraw or otherwise lose such holder's right of appraisal under the PGCL, then such shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate or certificates representing such shares) such consideration as provided by the DGCLSection 1.5(c). The Company (i) shall give Purchaser ADAC prompt written notice upon receipt of any notice received by the Company of any such demands for payment of a shareholder's intent to demand appraisal or dissenters' rights, pursuant to the fair value of such shares of Company Common Stock PGCL and of withdrawals of such notice and any other instruments provided notice, demand or instrument delivered to the Company pursuant to applicable law (the PGCL and of any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")other communication relating to the foregoing, and Purchaser (ii) shall have give ADAC's representatives the right opportunity to participate in all negotiations and proceedings with respect to any such demandsnotice, demand or instrument. The Company shall not, except with the prior written consent of Purchaser, voluntarily not make any payment, settlement or offer of payment or settlement with respect to, or settle or offer to settle, any such notice or demand for unless ADAC shall have consented in writing to such payment, settlement or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationoffer.

Dissenting Shares. Each Notwithstanding Section 2.02, Shares outstanding share immediately prior to the Effective Time and held by a holder who has (a) not voted in favor of Company Common Stock the holder of which Merger or consented thereto in writing and (b) who has perfected properly demanded appraisal rights under for its Shares in accordance with Section 262 of the DGCL Delaware Law and who has not effectively withdrawn or lost otherwise complied with all applicable provisions of Section 262 of Delaware Law (such rights as of the Effective Time (the "Shares, “Dissenting Shares"”) shall not be converted into or represent a the right to receive the Merger Consideration hereunderConsideration, and the holder thereof but shall be entitled only to such rights as are granted by Section 262 of Delaware Law, unless such holder of Dissenting Shares fails to perfect, withdraws or otherwise loses the DGCLright to appraisal under Section 262 of Delaware Law. If, either before or after the Effective Time, such holder fails to perfect, withdraws or loses the right to appraisal under Section 262 of Delaware Law, such Dissenting Shares shall automatically be converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.01(a). The Company shall give Purchaser Parent prompt written notice upon receipt of any demands received by the Company for appraisal of Dissenting Shares and any withdrawals of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser Parent shall have the right to participate in direct all negotiations and proceedings with respect to any such demands. The Company shall not, except Except with the prior written consent of PurchaserParent, voluntarily make the Company shall not take any action with respect to such demands (including making any payment with respect to, or offering to settle or offer to settlesettling, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands).

Dissenting Shares. Each Notwithstanding Section 1.6, Shares outstanding share of Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such Shares in accordance with the DGCL (the "“Dissenting Shares"”) shall not be converted into or represent a right to receive the Merger Consideration hereunderConsideration, and unless such holder fails to perfect or withdraws or otherwise loses its rights to appraisal or it is determined that such holder does not have appraisal rights in accordance with the DGCL. If after the Effective Time such holder thereof fails to perfect or withdraws or loses its right to appraisal, or if it is determined that such holder does not have an appraisal right, such Shares shall be entitled only treated as if they had been converted as of the Effective Time into the right to such rights as are granted by receive in exchange for each Share the DGCLMerger Consideration. The Company shall give Purchaser Parent and Merger Sub prompt notice upon receipt of any demands received by the Company for appraisal of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Shares, and Purchaser Parent and Merger Sub shall have the right to participate in all negotiations and proceedings with respect to any such demandsdemands except as required by applicable law. The Company shall not, except with the prior written consent of PurchaserParent and Merger Sub, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share Notwithstanding anything to the contrary contained in this Agreement, any shares of Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of that are outstanding immediately prior to the Effective Time that were not voted in favor of the Merger and are held by shareholders who have complied with the applicable provisions of the FBCA (the "Dissenting Shares") shall not be converted into or represent a the right to receive the Merger Consideration hereunderADAC Common Stock in accordance with Section 1.5(a)(i) (or cash in lieu of fractional shares in accordance with Section 1.7), and the each holder thereof of Dissenting Shares shall be entitled only to such rights as are may be granted by to such holder in the DGCLFBCA. From and after the Effective Time, a holder of Dissenting Shares 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 holder of Dissenting Shares shall fail to perfect or shall waive, rescind, withdraw or otherwise lose such holder's right of appraisal under the FBCA, then such shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate or certificates representing such shares) ADAC Common Stock in accordance with Section 1.5(a)(i) (and cash in lieu of fractional shares in accordance with Section 1.7). The Company (i) shall give Purchaser ADAC prompt written notice upon receipt of any notice received by the Company of any a shareholder's intent to demand payment for such demands for payment of the fair value of such shareholder's shares of Company Common Stock pursuant to the FBCA and of withdrawals of such notice and any other instruments provided notice, demand or instrument delivered to the Company pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")the FBCA, and Purchaser (ii) shall have give ADAC's representatives the right opportunity to participate in all negotiations and proceedings with respect to any such demandsnotice, demand or instrument. The Company shall not, except with the prior written consent of Purchaser, voluntarily not make any payment or settlement offer with respect to, or settle or offer to settle, any such notice or demand for payment, unless ADAC shall have consented in writing to such payment or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationsettlement offer.

Dissenting Shares. Each outstanding share of Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "Dissenting Shares") Shares shall not be converted into or represent a the right to receive any Merger Consideration unless the Dissenting Stockholder holding particular Dissenting Shares has failed to perfect his, her or its right to appraisal under the DGCL in respect of such shares or has properly withdrawn his, her or its demand for appraisal in respect of such shares. If such Dissenting Stockholder has so failed to perfect or has withdrawn his, her or its rights to appraisal in respect of such shares, then such Dissenting Shares shall cease to be Dissenting Shares and shall entitle such Dissenting Stockholder to receive the Merger Consideration hereunderas provided in Section 2.4(c)(i) in respect of such shares, and promptly following the occurrence of such event and upon the surrender of the Company Certificate(s) representing such Dissenting Shares, the Exchange Agent and the Surviving Company (as applicable) shall deliver to the holder thereof of such surrendered Company Certificate(s) the Merger Consideration in respect of such shares. The Company shall comply with those provisions of Section 262 of the DGCL which are required to be entitled only to such rights as are granted performed by the DGCLCompany prior to the Effective Time to the reasonable satisfaction of Parent. The Company shall give Purchaser Parent (A) prompt notice upon receipt of any written demands for appraisal under the DGCL actually received by the Company of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant (B) an opportunity to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have the right to participate in direct all negotiations and proceedings with respect to any such demandsdemands for appraisal under the DGCL. The Company shall not, except with the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle to demands for appraisal under the DGCL or offer to settle, settle or settle any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each Notwithstanding any provision of this Agreement to the contrary, Common Shares and Preferred Shares that are outstanding share immediately prior to the Effective Time and which are held by holders who shall not have voted in favor of Company Common Stock the holder of which has perfected Merger or consented thereto in writing and who shall have demanded properly in writing appraisal rights under for such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of (collectively, the Effective Time (the "“Dissenting Shares"”) shall not be converted into or represent a the right to receive the Merger Consideration hereunderconsideration set forth in Section 3.1, and the holder thereof if any. Such holders shall be entitled only to receive such consideration as is determined to be due with respect to such rights as are granted by Dissenting Shares in accordance with the provisions of Section 262 of the DGCL, except that all Dissenting Shares held by holders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares under Section 262 of the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the consideration specified in Section 3.1, if any (as adjusted, if applicable), without any interest thereon, upon surrender, in the manner provided in Section 3.5, of the certificate or certificates that formerly evidenced such Dissenting Shares. The Company shall give Purchaser serve prompt notice upon receipt by the Company to Buyer of any such demands for payment appraisal of the fair value any Common Shares of such shares of Company Common Stock and of Preferred Shares, withdrawals of such notice demands and any other instruments provided instrument served pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Section 262 of the DGCL and received by the Company, and Purchaser Buyer shall have the right to participate in and direct all negotiations and proceedings with respect to any such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of PurchaserBuyer, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for paymentdemands, or waive agree to do any failure to timely deliver a written demand for appraisal or of the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationforegoing.

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary, any issued and outstanding share Shares held by a person (a “Dissenting Stockholder”) who has not voted in favor of Company Common Stock or consented to the holder adoption of which this Agreement and has perfected properly demanded appraisal rights under Section 262 of such Shares and complied in all respects with all the provisions of the DGCL and has not effectively withdrawn or lost such rights as concerning the right of the Effective Time holders of Shares to require appraisal of their Shares (the "“Dissenting Shares"”) shall not be converted into or represent a the right to receive the Merger Consideration hereunderas described in Section 2.01(a)(i), and the holder thereof but shall be entitled only converted into the right to receive fair value of such rights Share as are granted by determined pursuant to the procedures set forth in Section 262 of the DGCL. If such Dissenting Stockholder withdraws its demand for appraisal or fails to perfect or otherwise loses or waives its right of appraisal, in any case pursuant to the DGCL, its Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration for each such Share, without interest and subject to Section 2.05. The Company shall give Purchaser Parent prompt written notice upon receipt of any demands or written threats for appraisal of Shares received by the Company, withdrawals of such demands or threats and any other documents received by the Company of any such demands for payment in respect thereof (including instruments served on the Company pursuant to Section 262 of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"DGCL), and Purchaser Parent shall have the right to participate in and direct all negotiations and proceedings with respect to any such demands, threats or documents. The Company shall not, except with without the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, demands or waive threats or agree or commit to do any failure to timely deliver a written demand for appraisal or of the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationforegoing.

Dissenting Shares. Each outstanding share of Company Common Stock the holder of which has perfected appraisal rights under Section 262 Upon consummation of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "Merger, Dissenting Shares") Shares shall not be converted into or represent a the right to receive the Merger Consideration hereunderConsideration, if any, but shall instead be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. After the Effective Time, if a Company Stockholder forfeits or withdraws his, her or its right to appraisal of Dissenting Shares, then, as of the occurrence of such event, such holder’s Dissenting Shares shall cease to be Dissenting Shares, and each share of Company Stock held by such formerly dissenting stockholder shall thereupon be deemed to have been converted into the holder thereof shall be entitled only right to such rights as are granted by receive and become exchangeable for, at the DGCLEffective Time, the Merger Consideration specified and allocated in Section 1.6. The Company shall give Purchaser Parent (a) prompt notice upon receipt by the Company of any such written demands for payment of Company Stock pursuant to Section 262 of the fair value DGCL and any written demands for appraisal of such shares of any Company Common Stock and of Stock, withdrawals of such notice demands, and any other instruments provided pursuant that relate to applicable law such demands received by the Company and (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have b) the right opportunity to participate in direct all negotiations and proceedings with respect to any such demandsdemands for appraisal under the DGCL. The Company shall not, except with the prior written consent of PurchaserParent, voluntarily (i) make any payment with respect toto any demands for appraisal of Company Stock, (ii) offer to settle or settle or offer to settle, any such demand for payment, demands or (iii) waive any failure by a former stockholder of the Company to timely deliver a written demand for appraisal objection or the taking of to perform any other action by such Dissenting Stockholder as may be necessary to perfect act perfecting appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationaccordance with applicable law.

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary, any Common Shares issued and outstanding share of Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of immediately prior to the Effective Time and held by a holder (a “Dissenting Shareholder”) who has not voted in favor of the "Merger or consented thereto in writing and who has properly demanded appraisal for such Common Shares in accordance with the DGCL (“Dissenting Shares"”) shall not be converted into or represent a right to receive the Merger Consideration hereunderat the Effective Time in accordance with 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 Shareholder pursuant to the laws of the State of Delaware, unless and until such holder thereof 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 or withdraws or otherwise loses such holder’s right to appraisal, such former Dissenting Shares held by such holder shall be entitled only treated as if they had been converted as of the Effective Time into a right to such rights receive, upon surrender as are granted by provided above, the DGCLMerger Consideration, without any interest or dividends thereon, in accordance with Section 2.01(a). The Company shall give Purchaser Parent prompt notice upon receipt of any demands received by the Company for appraisal of any such demands for payment of the fair value of such shares of Company Common Stock and of Shares, withdrawals of such notice demands and any other instruments provided served pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), the DGCL and Purchaser shall have received by the right to participate in all negotiations and proceedings with respect to any such demandsCompany. The Company shall not, except with the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share of Company Common Stock Notwithstanding anything in this Agreement to the holder of which contrary, no Person who has prior to the Effective Time perfected appraisal a demand for dissenters’ rights under pursuant to Section 262 of the DGCL with respect to any Dissenting Shares shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and has not until such Person shall have effectively withdrawn (in accordance with Section 262 of the DGCL) or lost such Person’s right to payment of fair value under the DGCL with respect to such Dissenting Shares. Unless and until a Dissenting Stockholder shall have effectively so withdrawn or lost such rights as of Dissenting Stockholder’s right to appraisal under the Effective Time (the "DGCL with respect to Dissenting Shares") shall not be converted into or represent a right to receive the Merger Consideration hereunder, and the holder thereof such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such rights as are granted by the DGCLDissenting Shares. The Company shall give Purchaser Parent (i) prompt notice upon receipt by the Company of any such written demands for payment of the fair value of such shares of Company Common Stock and of value, attempted withdrawals of such notice demands, and any other instruments provided served pursuant to applicable law Law that are received by the Company relating to Company stockholders’ dissenters’ rights and (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have ii) the right opportunity to participate in and control all negotiations and proceedings with respect to any such demandsdemands for payment of fair value by Company stockholders under the DGCL. The Company shall not, except with the prior written consent of PurchaserParent, voluntarily make any payment with respect toto any demands for payment of fair value, offer to settle or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of which the Merger and who has perfected delivered a written demand for appraisal rights under of such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "“Dissenting Shares"”) shall not be converted into or represent a the right to receive the Merger Consideration hereunderpursuant to Section 1.6(a), unless and until such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal and payment under the DGCL. Such holder thereof shall be entitled only to such rights as are granted by the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of any such demands for receive payment of the fair appraised value of such shares of Company Common Stock in accordance with the provisions of the DGCL, provided that such holder complies with the provisions of Section 262 of the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or otherwise loses such holder’s right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration, without interest thereon. The Company shall give Parent and Merger Sub prompt notice of withdrawals any demands received by the Company for appraisal of such notice shares of Company Common Stock, and, prior to the Effective Time, Parent and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser Merger Sub shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each Notwithstanding Section 3.02, Shares outstanding share immediately prior to the Effective Time and held by a holder who has (a) not voted in favor of Company Common Stock the holder of which Merger or consented thereto in writing and (b) who has perfected properly demanded appraisal rights under for its Shares in accordance with Section 262 of the DGCL Delaware Law and who has not effectively withdrawn or lost otherwise complied with all applicable provisions of Section 262 of Delaware Law (such rights as of the Effective Time (the "shares, “Dissenting Shares"”) shall not be converted into or represent a the right to receive the Merger Consideration hereunderConsideration, and the holder thereof but shall be entitled only to such rights as are granted by Section 262 of Delaware Law, unless such holder of Dissenting Shares fails to perfect, withdraws or otherwise loses the DGCLright to appraisal under Section 262 of Delaware Law. If, either before or after the Effective Time, such holder fails to perfect, withdraws or loses the right to appraisal under Section 262 of Delaware Law, such Dissenting Shares shall automatically be converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 3.02(a). The Company shall give Purchaser Parent prompt written notice upon receipt of any demands received by the Company for appraisal of Dissenting Shares and any withdrawals of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser Parent shall have the right to participate in direct all negotiations and proceedings with respect to any such demands. The Company shall not, except Except with the prior written consent of PurchaserParent, voluntarily make the Company shall not take any action with respect to such demands (including making any payment with respect to, or offering to settle or offer to settlesettling, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands).

Dissenting Shares. Each outstanding Notwithstanding anything in this Agreement to the contrary, each share of Company Common Stock that is issued and outstanding immediately prior to the holder of which Effective Time and that is held by an Equity Holder who was entitled to and has perfected validly demanded appraisal rights under in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "“Dissenting Shares"”) shall not be converted into or represent a the right to receive the Merger Per Share Common Consideration hereunder, plus any amounts payable pursuant to Section 2.12 and Section 8.5 unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s appraisal rights under the holder thereof DGCL but instead shall be entitled only converted into the right to receive payment from the Surviving Corporation with respect to such rights as are granted by Dissenting Shares in accordance with the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right, each share of Common Stock held by such holder shall be converted into the right to receive the Per Share Common Consideration plus any amounts payable pursuant to Section 2.12 and Section 8.5. The Company shall give Purchaser prompt notice upon receipt by the Company to Parent of any such demands for payment of the fair value of such shares of Company Common Stock and of demands, attempted withdrawals of such notice demands and any other instruments provided served pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")the DGCL received by the Company for appraisal of shares of Common Stock, and Purchaser Parent shall have the right to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or settle, offer to settle, or approve any withdrawal of any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share (a) Any holders of Company Common Stock Dissenting Shares shall be entitled to payment for such shares only to the extent permitted by and in accordance with the Delaware General Corporation Law; provided, however, that if any holder of which has perfected appraisal rights under Section 262 of the DGCL Dissenting Shares shall forfeit such right to payment, such shares shall thereupon be deemed to have been converted into and has not effectively withdrawn or lost such rights to have become exchangeable for, as of the Effective Time (Time, the "Dissenting Shares") shall not be converted into or represent a right to receive the Merger Consideration hereunderwithout interest from Buyer. Dissenting Shares shall not, after the Effective Time, be entitled to vote for any purpose or receive any dividends or other distributions and the holder thereof shall be entitled only to such rights as are granted by afforded in respect of Dissenting Shares pursuant to the DGCLDelaware General Corporation Law. The Company (b) Seller shall give Purchaser Buyer (i) prompt notice upon receipt by the Company of any such written objections to the Cash-Out Merger and any written demands for the payment of the fair value of such shares of Company Common Stock and of any shares, withdrawals of such notice demands, and any other instruments provided served pursuant to applicable law the Delaware General Corporation Law received by Seller and (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have ii) the right opportunity to participate in all negotiations and proceedings with respect to such demands under the Delaware General Corporation Law. Seller shall not voluntarily make any such demands. The Company payment with respect to any demands for payment of fair value and shall not, except with the prior written consent of PurchaserBuyer, voluntarily make any payment with respect to, or settle or offer to settle, settle any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCLdemands. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation.2.8

Dissenting Shares. Each outstanding share Notwithstanding any provision of this Agreement to the contrary, if and to the extent required by the DGCL, shares of Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL are issued and has not effectively withdrawn or lost such rights as of outstanding immediately prior to the Effective Time (the "Dissenting Shares") shall not be converted into or represent a right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as which are granted held by the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of any such demands for payment of the fair value holders of such shares of Company Common Stock who have properly exercised appraisal rights with respect thereto (the "Dissenting Common Stock") in accordance with Section 262 of the DGCL, shall not be converted into the right to receive the Merger Consideration, and of withdrawals 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 the provisions of Section 262 of the DGCL unless and until such holders fail to perfect or effectively withdraw or otherwise lose their rights to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such shares of Dissenting Common Stock shall thereupon be treated as if they had been converted into and to have become exchangeable for, at the Effective Time, the right to receive the Merger Consideration, without any interest thereon. The Company shall give Parent prompt notice and of any other instruments provided pursuant demands received by the Company for appraisals of shares of Dissenting Common Stock. The Company shall not, except with the prior written consent of Parent, make any payment with respect to applicable law (any stockholder duly making demands for appraisals or offer to settle or settle any such demand being hereinafter called a "Dissenting Stockholder")demands, and Purchaser Parent shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of Purchaser, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation.

Dissenting Shares. Each outstanding share Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder of which who was entitled to and has perfected validly demanded appraisal rights under in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "“Dissenting Shares"”) shall not be converted into or represent a the right to receive the Merger Consideration hereunderunless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder’s appraisal rights under the DGCL, and the holder thereof but instead shall be entitled only converted into the right to receive payment from the Surviving Corporation with respect to such rights as are granted by Dissenting Shares in accordance with the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such appraisal right pursuant to the DGCL, each Dissenting Share of such holder shall be treated as a share of Company Common Stock that had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 2.1(c). The Company shall give Purchaser prompt notice upon receipt to Parent of any demands, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL received by the Company for appraisal of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Stock, and Purchaser Parent shall have the right to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or settle, offer to settle, or approve any withdrawal of any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share of Notwithstanding anything in this Agreement to the contrary, any Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL issued and has not effectively withdrawn or lost such rights as of outstanding immediately prior to the Effective Time and held by a holder (a “Dissenting Stockholder”) who has not voted in favor of the "Merger or consented thereto in writing and who has demanded appraisal for such Company Common Stock in accordance with the DGCL (“Dissenting Shares"”) shall not be converted into or represent a right to receive the Merger Consideration hereunderin accordance with Section 2.2.1, 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 the State of Delaware, unless and until such holder thereof 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 or withdraws or otherwise loses such holder’s right to appraisal, such former Dissenting Shares held by such holder shall be entitled only treated as if they had been converted as of the Effective Time into a right to such rights receive, upon surrender as are granted by provided above, the DGCLMerger Consideration, without any interest or dividends thereon, in accordance with Section 2.2.1. The Company shall give Purchaser Parent prompt notice upon receipt of any demands received by the Company of any such demands for payment of the fair value of such shares appraisal of Company Common Stock and of Stock, withdrawals of such notice demands and any other instruments provided served pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")the DGCL and received by the Company, and Purchaser Parent shall have the right to participate in direct all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each Notwithstanding anything in the Agreement to the contrary, Shares issued and outstanding share of Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of immediately prior to the Effective Time and held of record or beneficially by a person who has not voted in favor of approval and adoption of the Agreement and who is entitled to demand and properly exercises dissenters’ rights with respect to such Shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, Sections 302A.471 and 302A.473 of the MBCA (the "Dissenting Shares") “Dissenters Rights”), shall not be converted into or represent a the right to receive the Merger Consideration hereunder, and the holder thereof for such Dissenting Shares but instead shall be entitled only to such rights as are granted by the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of any such demands for payment of the fair value (including interest determined in accordance with Section 302A.473 of the MBCA) of such shares of Company Common Stock and of withdrawals Dissenting Shares in accordance with the Dissenters Rights; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to dissent under the Dissenters Rights, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, the Merger Consideration, without interest thereon. The Company shall provide prompt written notice to Parent of any demands and any other instruments provided served pursuant to applicable law (Law that are received by the Company for Dissenters Rights with respect to any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Shares, and Purchaser Parent shall have the right to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, except with without the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demand for paymentdemand, or waive agree to do any failure to timely deliver a written demand for appraisal or of the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationforegoing.

Dissenting Shares. Each Notwithstanding Section 2.2 hereof, Shares issued and outstanding share of Company Common Stock immediately prior to the Effective Time and held by a holder of which who has properly exercised and perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "Dissenting Shares") ), shall not be converted into the right to re ceive the Merger Consideration, but the holders of Dis senting Shares shall be entitled to receive such consid eration as shall be determined pursuant to Section 262 of the DGCL; provided, however, that if any such holder shall have failed to perfect or represent a shall withdraw or lose his right to appraisal and payment under the DGCL, such holder's Shares shall thereupon be deemed to have been converted as of the Effective Time into the right to receive the Merger Consideration hereunderConsideration, without any interest thereon, and the holder thereof such Shares shall no longer be entitled only to such rights as are granted by the DGCLDissenting Shares. The Company shall give Purchaser Buyer (i) prompt notice upon receipt by the Company of any such written demands for payment of the fair value of such shares of Company Common Stock and of appraisal, withdrawals of such notice demands for appraisal and any other instruments provided served pursuant to applicable law the DGCL received by the Company and (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have ii) the right opportunity to participate in direct all negotiations and proceedings with respect to any such demandsdemands for appraisal under the DGCL. The Company shall will not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of PurchaserBuyer, voluntarily make any payment with respect to, or settle or offer to settle, settle any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share of Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "Dissenting Shares") shall not be converted into or represent a right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only to such rights as are granted by the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of Purchaser, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation.

Dissenting Shares. Each outstanding share Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL issued and has not effectively withdrawn or lost such rights as of outstanding immediately prior to the Effective Time and held by a shareholder who has not voted in favor of the Merger or consented thereto in writing and who has complied with applicable provisions of the MBCA (the "“Dissenting Shares"”) shall not be converted into or represent a right to receive the Merger Consideration hereunderConsideration, unless such shareholder fails to perfect or withdraws or otherwise loses his, her or its right to dissent. From and after the holder thereof Effective Time, a shareholder who has properly exercised such dissenters’ rights shall be entitled only not have any rights of a shareholder of Company or the Surviving Entity with respect to such rights as are granted by the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of any such demands for payment of the fair value of such shares of Company Common Stock and Stock, except those provided under applicable provisions of withdrawals of such notice and any other instruments provided pursuant to applicable law the MBCA (any stockholder shareholder duly making such demand being hereinafter called a "“Dissenting Stockholder"Shareholder”). A Dissenting Shareholder shall be entitled to receive payment of the fair value of each share of Company Common Stock held by him or her in accordance with the applicable provisions of the MBCA, unless, after the Effective Time, such shareholder fails to perfect or withdraws or loses his, her or its right to dissent, in which case such shares of Company Common Stock shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of his, her or its Certificates pursuant to Section 2.05. Company shall give Buyer prompt notice of any written notice of intent to demand payment, attempted withdrawals of such notices, and Purchaser any other instruments served pursuant to applicable Law received by Company relating to shareholders’ rights of dissent. Buyer shall have the right to participate in direct all discussions, negotiations and proceedings with respect to any such demandsnotices of intent to demand payment. The Company shall not, except with the prior written consent of PurchaserBuyer, voluntarily make make, or offer to make, any payment with respect to, or settle or offer to settle, any such notice of intent to demand for payment, or . Company shall not waive any failure to timely deliver a written notice of intent to demand for appraisal payment or the taking of any other action by such Dissenting Stockholder Shareholder as may be necessary to perfect appraisal dissenters’ rights under the DGCLMBCA. Any payments made in respect of Dissenting Shares shall be made by Buyer as the Surviving CorporationEntity.

Dissenting Shares. Each outstanding Notwithstanding anything in this Agreement to the contrary, each share of Company Common Stock the holder owned by stockholders who did not vote in favor of Merger I and to which has perfected appraisal rights under Section 262 of Delaware Law are available ("DISSENTING SHARES") issued and outstanding immediately prior to the DGCL and has Effective Time of Merger I shall not effectively withdrawn be converted into the right to receive the Merger Consideration, but shall become the right to receive an amount in cash equal to the fair market value of such Dissenting Shares as may be determined as provided in Delaware Law. Notwithstanding the foregoing, if any holder of Dissenting Shares (a "DISSENTING STOCKHOLDER") fails to make a timely demand for purchase, withdraws his or lost such rights her demand for appraisal or fails to perfect or otherwise loses his or her right of appraisal, in any case pursuant to Delaware Law, the shares of Company Common Stock held by the Dissenting Stockholder shall be deemed to be converted as of the Effective Time (of Merger I into the "Dissenting Shares") shall not be converted into or represent a right to receive the Merger Consideration hereunder, and the holder thereof shall be entitled only with respect to such rights as are granted by the DGCLshares, without interest. The Company shall give Purchaser prompt notice upon receipt by the Company promptly notify Parent of any such demands for payment of the fair value of such shares purchase of Company Common Stock and of Stock, withdrawals of such notice demands and any other instruments provided served pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Delaware Law that are received by the Company, and Purchaser Parent shall have the right to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, except with without the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for paymentdemands, or waive agree or commit to do any failure to timely deliver a written demand for appraisal or of the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationforegoing.

Dissenting Shares. Each outstanding share Notwithstanding anything to the contrary in this Agreement, any shares of the Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of outstanding immediately prior to the Effective Time and held by a person who has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such shares in accordance with the DGCL (the "“Dissenting Shares"”) shall not be converted into or represent a right to receive the Merger Consideration hereunderConsideration, and unless such holder fails to perfect or withdraws or otherwise loses its rights to appraisal or it is determined that such holder does not have appraisal rights in accordance with the DGCL. If, after the Closing, such holder thereof fails to perfect or withdraws or loses its right to appraisal, or if it is determined that such holder does not have appraisal rights, such shares shall be entitled only treated as if they had been converted as of the Effective Time into the right to such rights as are granted by receive the DGCLMerger Consideration. The Company shall give Purchaser Buyer and Merger Sub prompt notice upon receipt of any demands received by the Company for appraisal of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")shares, and Purchaser Buyer and Merger Sub shall have the right to participate in all negotiations and proceedings with respect to any such demandsdemands except as required by applicable Law. The Company shall not, except with the prior written consent of PurchaserBuyer, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for paymentdemands, or waive any failure unless and to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary extent required to perfect appraisal rights do so under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving CorporationLaw.

Dissenting Shares. Each Notwithstanding anything in this Agreement to the ----------------- contrary, Shares outstanding share immediately prior to the Effective Time and held by a holder who has not voted in favor of Company Common Stock the holder of which Merger or consented thereto in writing and who has perfected demanded appraisal rights under for such Shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost DGCL, if such Section 262 provides for appraisal rights as of for such Shares in the Effective Time Merger (the "Dissenting Shares") ), shall not be converted into or represent a the right to receive the Merger Consideration hereunder, as provided in Section 2.1(c) and the instead such holder thereof of Dissenting Shares shall be entitled only to receive payment of the appraised value of such rights as are granted by Dissenting Shares in accordance with the provisions of such Section 262 unless and until such holder fails to perfect or withdraws or otherwise loses his right to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or withdraws or loses his right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration, if any, to which such holder is entitled, without interest or dividends thereon, upon the surrender in the manner provided in Section 2.3 of the certificate(s) which formerly represented Shares. The Company shall give Purchaser Parent prompt notice upon receipt of any demands received by the Company for appraisal of any such demands for payment of Shares and, prior to the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Effective Time, and Purchaser Parent shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Prior to the Effective Time, the Company shall not, except with the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of Company Preferred Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger and who has exercised dissenters' rights in respect of such shares of Company Common Stock or Company Preferred Stock in accordance with the OGCL (the "Dissenting SharesDISSENTERS SHARES") shall not be converted into or represent a right to receive the applicable Merger Consideration hereunder, and the unless such holder thereof fails to perfect or withdraws or otherwise loses his dissenters' or objecting shareholders' rights. Dissenters Shares shall be entitled only treated in accordance with Section 1701.85 of the OGCL. If after the Effective Time such holder fails to such rights as are granted by perfect or withdraws or otherwise loses his right to demand the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of any such demands for payment of the fair value of for Dissenters Shares under the OGCL, such shares of Company Common Stock or Company Preferred Stock, as the case may be, shall be treated as if they had been converted as of the Effective Time into a right to receive the applicable Merger Consideration without interest. The Company shall give Parent prompt notice of any demands received by the Company for the exercise of dissenters' rights with respect to shares of Company Common Stock or Company Preferred Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser Parent shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive demands. In the event any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made amounts shall become due and payable in respect of Dissenting Shares such demands, such amounts shall be made paid by the Surviving CorporationCompany.

Dissenting Shares. Each outstanding share Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has validly demanded payment of which has perfected appraisal rights under the fair value of such holder’s shares as determined in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time Delaware Law (the "“Dissenting Shares"”) shall not be converted into or represent a be exchangeable for the right to receive the Merger Consideration hereunder, and the holder thereof instead shall be entitled only converted into the right to receive payment from the Surviving Corporation with respect to such Dissenting Shares in accordance with Delaware Law, unless and until such holder shall have failed to perfect or shall have validly withdrawn such holder’s demand or lost such holder’s rights under Section 262 of the Delaware Law. If any such holder of Company Common Stock shall have failed to perfect or shall have validly withdrawn such demand or lost such right, each share of Company Common Stock of such holder shall be treated, at Company’s sole discretion, as are granted by a share of Company Common Stock that had been converted as of the DGCLEffective Time into the right to receive the Merger Consideration in accordance with Section 2.7(c). The Company shall give Purchaser prompt notice upon receipt by the Company to Parent of any such demands received by Company for payment appraisal of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Stock, and Purchaser Parent shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each Notwithstanding anything in this Agreement to the contrary, any issued and outstanding share shares of Company Common Stock held by a Stockholder who objects to the holder Merger and complies with all of which has perfected appraisal rights under Section 262 the provisions of the DGCL concerning the right of holders of Company Stock to dissent from the Merger and has not effectively withdrawn or lost such rights as require appraisal of the Effective Time its shares of Company Stock (the a "Dissenting SharesStockholder") shall not be converted into or represent a the right to receive the Merger Consideration hereunderas described in Section 2.3(b), but instead shall become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the DGCL; provided, however, that each share of Company Stock issued and outstanding immediately prior to the holder thereof Effective Time of the Merger and held by a Dissenting Stockholder ("Dissenting Shares") who shall, after the Effective Time of the Merger, withdraw its demand for appraisal or lose its right of appraisal, in either case pursuant to the DGCL, shall be entitled only deemed to such rights as are granted by be converted into the DGCLright to receive the Merger Consideration in accordance with Section 2.3(b). The Company shall give Purchaser the Parent (i) prompt notice upon receipt by the Company of any such written demands for payment appraisal of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")received by the Company, and Purchaser shall have (ii) the right opportunity to participate in direct all negotiations and proceedings with respect to any such demands. The Company shall not, except with without the prior written consent of Purchaserthe Parent, voluntarily make any payment with respect to, or settle settle, or offer to settlesettle or otherwise negotiate, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share The Company shall comply with all applicable requirements under the GCL with respect to shareholder appraisal rights arising with respect to the transactions contemplated in this Agreement. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock which are outstanding immediately prior to the Effective Time and which are held by a holder who has not voted in favor of which the Merger or consented thereto in writing and who has perfected delivered a written demand for appraisal rights under of such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time GCL (the "Dissenting Shares") shall not be converted into the right to receive the Merger Consideration, as provided in Section 2.2 hereof, unless and until such holder fails to perfect or represent a effectively withdraws or otherwise loses his right to appraisal and payment under Section 262 of the GCL. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses his right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration hereunderto which such holder is entitled, and the holder thereof shall be entitled only to such rights as are granted by the DGCLwithout interest thereon. The Company shall give the Purchaser (i) prompt notice upon receipt of any notice or demands for appraisal or payment for shares received by the Company of any such demands for payment of and (ii) the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of Purchaser, voluntarily make any payment with respect to, demands or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationnotices.

Dissenting Shares. Each outstanding share Notwithstanding anything in this Agreement to the contrary, any shares of Company Common Stock issued and outstanding immediately prior to the holder of which Effective Time and held by a stockholder (a “Dissenting Stockholder”) who has perfected appraisal rights under Section 262 not voted in favor of the DGCL Merger or consented thereto in writing and who has properly demanded appraisal for such shares of Common Stock (“Dissenting Shares”) in accordance with the DGCL, shall not effectively withdrawn be converted into the right to receive the Merger Consideration at the Effective Time in accordance with 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 the State of Delaware, unless and until such holder fails to perfect or lost withdraws or otherwise loses such rights holder’s right to appraisal and payment under the DGCL. If, after the Effective Time, such holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal, the Dissenting Shares held by such holder shall be treated as if they had been converted as of the Effective Time (the "Dissenting Shares") shall not be converted into or represent a right to receive the Merger Consideration hereunderConsideration, and the holder thereof shall be entitled only to such rights as are granted by the DGCLwithout any interest or dividends thereon, in accordance with Section 2.01(a). The Company shall give Purchaser Parent prompt notice upon receipt of any demands received by the Company for appraisal of any such demands for payment of the fair value of such shares of Company Common Stock and of Stock, withdrawals of such notice demands, and any other instruments provided served pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), the DGCL and Purchaser received by the Company. The Company shall have the right to participate in all negotiations and proceedings with respect to any such demands. The , and the Company shall not, except with without the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share Anything in this Agreement to the contrary notwithstanding, shares of Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL are issued and has not effectively withdrawn or lost such rights as of outstanding immediately prior to the Effective Time and which are held by shareholders who have the right to dissent with respect to the Merger pursuant to Article 5.11 of the TBCA (the "Dissenting SharesDISSENTING SHARES") shall not be converted into or represent a be exchangeable for the right to receive the Merger Consideration hereunderConsideration, and but the holder thereof holders of such Dissenting Shares shall be entitled only to such rights as are granted by the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of any such demands for receive payment of the fair value of such Dissenting Shares in accordance with the provisions of the TBCA, unless and until such holders shall have failed to perfect or shall have effectively withdrawn or lost such right under the TBCA. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right, such holder's shares of Company Common Stock shall thereupon be converted into and become exchangeable only for the right to receive, as of the Effective Time, the Merger Consideration without any interest thereon. The Company shall give Purchaser (i) prompt notice of any written demands received by the Company for payment of fair value in respect of any shares of Company Common Stock, attempted written withdrawals of such notice demands, and any other instruments provided served pursuant to applicable law the TBCA and received by the Company relating to share- holders' rights to dissent with respect to the Merger and (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have ii) the right opportunity to participate in direct all negotiations and proceedings with respect to any exercise of such demandsrights under the TBCA. The Company shall not, except with the prior written consent of Purchaser, voluntarily make any payment with respect toto any demands for payment of fair value for capital stock of the Company, offer to settle or settle or offer to settle, any such demand for payment, demands or waive approve any failure to timely deliver a written demand for appraisal or the taking withdrawal of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of which the Merger or consented thereto in writing and who has perfected demanded appraisal rights under for such shares in accordance with Section 262 of the DGCL DGCL, if such Section 262 provides for appraisal rights for such shares in the Merger ("Dissenting Shares"), shall not be converted into the right to receive the Merger Price, as provided in Section 2.1 hereof, unless and has not effectively withdrawn until such holder fails to perfect or lost withdraws or otherwise loses such rights holder's right to appraisal and payment under the DGCL. If, after the Effective Time, any such holder fails to perfect or withdraws or loses such holder's right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time (into the "Dissenting Shares") shall not be converted into or represent a right to receive the Merger Consideration hereunderPrice to which such holder is entitled, and the holder thereof shall be entitled only to such rights as are granted by the DGCLwithout interest or dividends thereon. The Company shall give Purchaser Parent prompt notice upon receipt of any demands received by the Company for appraisal of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser Parent shall have the right to participate in all negotiations and proceedings with respect to any such demands. The Company shall not, except with the prior written consent of PurchaserParent, voluntarily make any voluntary payment with respect to, or settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share Notwithstanding anything in this Agreement to the contrary, shares ("Appraisal Shares") of Company Common Stock that are issued and outstanding immediately prior to the holder Effective Time and that are held by any Person who is entitled to demand and properly demands appraisal of which has perfected appraisal rights under such Appraisal Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "Dissenting SharesSection 262") shall not be converted into or represent a the right to receive the Merger Consideration hereunderas provided in Section 2.1(b), and but rather the holder thereof holders of Appraisal Shares shall be entitled only to such rights as are granted payment by the DGCLSurviving Company of the "fair value" of such Appraisal Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder's Appraisal Shares shall cease and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, the Merger Consideration as provided in Section 2.1(b), without interest. The Company shall give Purchaser prompt notice upon receipt to Parent of any demands received by the Company for appraisal of any such demands for payment of the fair value of such shares of Company Common Stock and of withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")Stock, and Purchaser Parent shall have the right to participate in direct all negotiations and proceedings Proceedings with respect to any such demands. The Prior to the Effective Time, the Company shall not, except with without the prior written consent of PurchaserParent (which consent shall not be unreasonably withheld, voluntarily delayed or conditioned), make any payment with respect to, or settle or offer to settle, any such demand for paymentdemands, or waive agree to do any failure to timely deliver a written demand for appraisal or of the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationforegoing.

Dissenting Shares. Each outstanding share Notwithstanding any provision of this ----------------- Agreement to the contrary, shares of Company Common Stock that are outstanding immediately prior to the holder Effective Time and that are held by Stockholders (as defined in Section 2.2(a)) who shall not have voted in favor of which has perfected the Merger or consented thereto in writing and who shall have demanded properly in writing appraisal rights under for such shares in accordance with Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (collectively, the "Dissenting Shares") shall not be converted into or represent a the right to receive the Merger Consideration hereunder, and the holder thereof Shares. Such Stockholders shall be entitled only to such rights as are granted by the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of any such demands for receive payment of the fair appraised value of such shares held by them in accordance with the provisions of such section 262, except that all Dissenting Shares held by Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares under such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive Merger Shares, without any interest thereon, upon surrender, in the manner provided in Section 2.2(b), of the certificate or certificates that formerly evidenced such shares. Company Common Stock and shall give Buyer (i) prompt notice of any demands for appraisal received by Company, withdrawals of such notice demands, and any other instruments provided served pursuant to applicable law the DGCL and received by Company and (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder"), and Purchaser shall have ii) the right opportunity to participate in direct all negotiations and proceedings with respect to any such demandsdemands for appraisal under the DGCL. The Company shall not, except with the prior written consent of PurchaserBuyer, voluntarily make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each outstanding share of Company Common Stock the holder of which has perfected appraisal rights his right to dissent under Section 262 of the DGCL NGCL and has not effectively withdrawn or lost such rights right as of the Effective Time (the "“Dissenting Shares"”) shall not be converted into or represent a right to receive the Merger Consideration hereunder. Rather, and the holder thereof shall be entitled only to payment of the appraised value of such rights as are granted by Dissenting Shares in accordance with the DGCLprovisions of Section 92A.380 of the NGCL. The Company shall give Purchaser Parent (i) prompt notice upon receipt of any demands filed pursuant to Section 92A.380 received by the Company of any such demands for payment of the fair value of such shares of Company Common Stock and of Company, withdrawals of such notice demands, and any other instruments provided served in connection with such demands pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")the NGCL and received by the Company, and Purchaser shall have (ii) the right opportunity to participate in all negotiations and proceedings with respect to any such demandsdemands under the NGCL consistent with the obligations of the Company there under. The Company shall not, except with the prior written consent of PurchaserParent, voluntarily (x) make any payment with respect to, or settle or offer to settleany person making, any such demand, (y) offer to settle or settle any such demand for payment, or (z) waive any failure to timely deliver a written demand for appraisal in accordance with the NGCL. If any holder of Dissenting Shares shall fail to perfect or shall have effectively withdrawn or lost the right to dissent (which shares are referred to as “Unperfected Dissenting Shares”) at any time, the Unperfected Dissenting Shares held by such holder shall be converted on a share by share basis into the right to receive the Merger Consideration in accordance with the applicable provisions of this Agreement, as Parent or the taking of Exchange Agent shall determine, without any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCLinterest thereon. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporation.

Dissenting Shares. Each outstanding share Notwithstanding any other provisions of ----------------- this Agreement to the contrary, shares of Company Common Stock the holder of which has perfected appraisal rights under Section 262 of the DGCL and has not effectively withdrawn or lost such rights as of that are outstanding immediately prior to the Effective Time and which are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall have demanded properly in writing appraisal for such shares in accordance with the DGCL (collectively, the "Dissenting Shares") ----------------- shall not be converted into or represent a the right to receive the Merger Consideration hereunder, and the holder thereof Consideration. Such stockholders instead shall be entitled only to such rights as are granted by the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of any such demands for receive payment of the fair appraised value of such shares of Company Common Stock and held by them in accordance with the provisions of withdrawals the DGCL, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such notice shares of Company Common Stock under the DGCL shall thereupon be deemed to have been converted into and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")have become exchangeable, and Purchaser shall have 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 2.7 of the Certificate or Certificates that, immediately prior to the Effective Time, evidenced such shares of Company Common Stock. The Company shall give Parent (i) prompt notice of any demands for appraisal of Shares received by the Company and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demands. The Company shall not, except with without the prior written consent of PurchaserParent, voluntarily make any payment with respect to, or settle, offer to settle or offer to settleotherwise negotiate, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.

Dissenting Shares. Each Notwithstanding Section 3.02, Shares outstanding share immediately prior to the Effective Time and held by a holder who has not voted in favor of Company Common Stock the holder of which Merger or consented thereto in writing and who has perfected properly demanded appraisal rights under for such Shares in accordance, and who complies in all respects, with Section 262 of with Delaware Law (such Shares, the DGCL and has not effectively withdrawn or lost such rights as of the Effective Time (the "“Dissenting Shares"”) shall not be converted into or represent a the right to receive the Merger Consideration hereunderConsideration, and shall instead represent the holder thereof shall be entitled only right to such rights as are granted by the DGCL. The Company shall give Purchaser prompt notice upon receipt by the Company of any such demands for receive payment of the fair value of such shares Dissenting Shares in accordance with, and to the extent provided by, Section 262 of Delaware Law. If, after the Effective Time, such holder fails to perfect, withdraws or loses the right to appraisal, then the right of such holder to be paid the fair value of such Dissenting Shares shall cease and such Dissenting Shares shall be treated as if they had been converted as of the Effective Time into and shall be exchangeable solely for the right to receive the Merger Consideration, without interest and less any withholding of Taxes required by Applicable Law. The Company Common Stock shall give Parent prompt notice of any demands received by the Company for appraisal of Shares and of any attempted withdrawals of such notice and any other instruments provided pursuant to applicable law (any stockholder duly making such demand being hereinafter called a "Dissenting Stockholder")demands, and Purchaser Parent, at its expense, shall have the right to participate in direct all negotiations and proceedings with respect to any such demandsdemands so long as Parent does not create obligations for the Company prior to the Effective Time. The Company shall not, except Except with the prior written consent of PurchaserParent, voluntarily the Company shall not make any payment with respect to, or offer to settle or offer to settle, any such demand for payment, or waive any failure to timely deliver a written demand for appraisal or the taking of any other action by such Dissenting Stockholder as may be necessary to perfect appraisal rights under the DGCL. Any payments made in respect of Dissenting Shares shall be made by the Surviving Corporationdemands.