Common use of Appraisal and Dissenters’ Rights Clause in Contracts

Appraisal and Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, Company Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a Company Shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Shareholders”) shall not be converted into or be exchangeable for the right to receive such Dissenting Shareholder’s portion of the Transaction Share Consideration pursuant to Section 2.1(e)(vii), but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to Section 262 of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, each of such holder’s Company Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the applicable portion of the Transaction Share Consideration pursuant to Section 2.1(e)(vii), without interest. The Company shall give TortoiseCorp III prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company Shareholders’ rights of appraisal. The Company shall not, except with the prior written consent of TortoiseCorp III, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Appraisal and Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary and to the extent available under the DGCLcontrary, all shares of Company Shares Stock that are issued and outstanding immediately prior to the Effective Time and which are held by a Company Shareholder who did not vote in favor shareholder that has perfected her, his or its right to dissent pursuant to Section 262 of the Merger (DGCL, including making a demand of the Company to purchase her, his or consent thereto in writing) its shares pursuant to the DGCL and who is entitled submitting her, his or its shares for endorsement pursuant to demand the DGCL, and properly demands appraisal has not effectively withdrawn or lost such right as of such shares the Effective Time (the “Dissenting Shares”) pursuant to, and who complies in all respects withthe holder of such Dissenting Shares, the provisions of Section 262 of the DGCL (the a “Dissenting ShareholdersStockholder”) shall not be converted into or be exchangeable for the represent a right to receive such Dissenting Shareholder’s portion of the Transaction Share Merger Consideration pursuant to Section 2.1(e)(vii)hereunder, but instead such and the holder thereof shall be entitled to receive such consideration as may be determined to be due only to such Dissenting Shareholder rights as are granted by the DGCL. The Company shall give the Purchaser prompt notice upon receipt by the Company of any such written demands for payment of the fair value of such shares of Company Stock and of withdrawals of such demands and any other instruments provided pursuant to Section 262 the DGCL. If any holder of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its the right to appraisal under the DGCL. If any Dissenting Shareholder shall have failed dissent (through failure to perfect or otherwise), the Dissenting Shares held by such holder shall have effectively withdrawn or lost such right, each of such holder’s Company Shares shall thereupon be treated as if they had been converted on a share-by-share basis into and become exchangeable for the right to receivereceive the Merger Consideration in accordance with the applicable provisions of this Agreement, as without any interest thereon. Any payments made in respect of Dissenting Shares shall be made by or at the direction of the Effective Time, Purchaser within the applicable portion of time period set forth in the Transaction Share Consideration pursuant to Section 2.1(e)(vii), without interestDGCL. The Company shall give TortoiseCorp III the Purchaser (i) prompt notice and a copy of any written demands for appraisalnotices of intent to demand payment under the DGCL or other written notices relating to the exercise of dissenters’ rights in respect of any shares of Company Stock, attempted withdrawals of such demands, notices and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Company Shareholdersshareholders’ dissenters’ rights of appraisaland (ii) the opportunity to direct all negotiations and proceedings and otherwise participate in negotiations and proceedings with respect to demands for fair value under the DGCL. The Company shall not, except with the prior written consent of TortoiseCorp IIIthe Purchaser, voluntarily make any payment with respect to, or settle, or offer or agree to any demands for appraisalsettle, offer to settle or settle any such demands demand for payment or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Merger Consideration shall be reduced by the Pro Rata Share of any Dissenting Stockholders attributable to any Dissenting Shares and the Dissenting Stockholders shall have no rights to any portion of the Merger Consideration with respect to any Dissenting Shares.

Appraisal and Dissenters’ Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to in accordance with the extent available under the DGCLCayman Act, Company Catcha Ordinary Shares that are issued and outstanding immediately prior to the Merger Effective Time and which that are held by a Company Shareholder Catcha Shareholders who did not vote shall have validly exercised properly in favor writing their dissenters’ rights for such Catcha Ordinary Shares in accordance with Section 238 of the Merger (or consent thereto in writing) Cayman Act and who is entitled otherwise complied with all of the provisions of the Cayman Act relevant to demand the exercise and properly demands appraisal perfection of such shares dissenters’ rights (the “Dissenting Catcha Shares”) pursuant to, and who complies in all respects with, the provisions holders of Section 262 of the DGCL such Dissenting Catcha Shares (the “Dissenting Catcha Shareholders”) shall not be converted into or be exchangeable for the into, and such Dissenting Catcha Shareholders shall have no right to receive such Dissenting Shareholder’s receive, the applicable portion of the Transaction Share Merger Consideration pursuant to Section 2.1(e)(vii), but instead such holder shall be entitled to receive such consideration as may be determined to be due to unless and until such Dissenting Catcha Shareholder pursuant fails to Section 262 of perfect or withdraws or otherwise loses his, her or its dissenters’ rights under the DGCL (and at the Effective Time, such Cayman Act. Each Dissenting Shares Catcha Share shall no longer be outstanding and shall automatically be cancelled by virtue of the Merger and each former holder of Dissenting Catcha Shares shall cease to exist, and such holder shall thereafter cease to have any rights with respect theretoto such securities, except the right to be paid the fair value of such Dissenting Catcha Shares and such other rights set forth in Section 262 of as are granted by the DGCL)Cayman Act. Notwithstanding the foregoing, unless and until such holder shall have failed the Catcha Ordinary Shares owned by any Catcha Shareholder who fails to perfect or who effectively withdraws or otherwise loses his, her or its dissenters’ rights pursuant to the Cayman Act shall have effectively withdrawn or lost its right cease to appraisal under the DGCL. If any be Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, each of such holder’s Company Catcha Shares and shall thereupon be treated as if they had deemed to have been converted into into, and to have become exchangeable for the right to receiveexchanged for, as of the Merger Effective Time, the right to receive the applicable portion of the Transaction Share Consideration pursuant to Section 2.1(e)(vii)Merger Consideration, without interestany interest thereon. The Company Prior to the Closing, Catcha shall give TortoiseCorp III Company prompt notice and a copy of any written demands for appraisal, attempted dissenters’ rights received by Xxxxxx and any withdrawals of such demands, demands and any other instruments served pursuant Catcha shall have complete control over all negotiations and proceedings with respect to applicable Law that are received by the Company relating to Company Shareholderssuch dissenters’ rights of appraisal. The Company shall not, except with (including the prior written consent of TortoiseCorp III, voluntarily ability to make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger or any demands for appraisal, appraisal or offer to settle or settle any such demands or approve any withdrawal of any such demandsdissenter rights or demands).If any Catcha Shareholder gives to Catcha, before the vote on the Merger, written objection to the Merger in accordance with Section 238(2) of the Cayman Act, Catcha shall, in accordance with Section 238(4) of the Cayman Act, promptly give written notice of the authorization of the Merger to each such Catcha Shareholder who has made a written objection.

Appraisal and Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, Company Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a Company Shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands and perfects appraisal of for such shares (the “Dissenting Shares”) pursuant toin accordance with, and who complies in all respects with, the provisions of Section 262 14-2-1301 et seq. of the DGCL GBCC, if and to the extent such Section provides for appraisal rights for such Shares in the Merger (the “Dissenting Shares” and such holders, the “Dissenting Shareholders”) shall not be converted into or be exchangeable for the right to receive such Dissenting Shareholder’s portion of the Transaction Share Consideration pursuant to Section 2.1(e)(vii), but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to in accordance with Section 262 14-2-1301 et seq. of the DGCL GBCC (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCLGBCC), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCLGBCC with respect to such Dissenting Shares. If Notwithstanding the foregoing, if any holder of Dissenting Shareholder Shares shall have failed to perfect or shall have waived, effectively withdrawn or lost such rightright to appraisal under Section 14-2-1301 et seq. of the GBCC or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 14-2-1301 et seq. of the GBCC, each then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 14-2-1301 et seq. of the GBCC shall cease and such Company Shareholder’s Dissenting Shares shall thereupon be treated as if they had deemed to have been converted into at the Effective Time into, and become exchangeable for shall have become, the right to receivereceive payments with respect to such Dissenting Shares, as of the Effective Timeif any, the applicable portion of the Transaction Share Consideration pursuant to Section 2.1(e)(vii), without interest. The Company shall give TortoiseCorp III Purchaser and the Purchaser Representative prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company Shareholders’ rights of appraisal. The Company shall not, except with the prior written consent of TortoiseCorp IIIPurchaser and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Appraisal and Dissenters’ Rights. Notwithstanding No Company Stockholder shall, with respect to any provision shares of Company Common Stock held by such Company Stockholder for which such Company Stockholder or the “beneficial owner” (as defined, for purposes of this Agreement to the contrary and to the extent available under the DGCLSection 1.10, Company Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a Company Shareholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Shareholders”DGCL) shall not be converted into or be exchangeable for the right to receive such Dissenting Shareholder’s portion of the Transaction Share Consideration pursuant to Section 2.1(e)(vii), but instead such holder shall be entitled to receive such consideration as may be determined to be due with respect to such Dissenting Shareholder shares of Company Common Stock has not waived or otherwise lost and has validly exercised its appraisal rights pursuant to Section 262 of the DGCL with respect to such shares of Company Common Stock (such shares, “Dissenting Shares,” and at such Company Stockholder, a “Dissenting Stockholder”), shall be entitled to receive any portion of the Merger Consideration with respect to the Dissenting Shares held by such Dissenting Stockholder or beneficial owner immediately prior to the Effective Time, Time unless and until such Dissenting Shares Stockholder shall no longer be outstanding have effectively withdrawn or otherwise lost its appraisal rights under the DGCL. Each Dissenting Stockholder and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any beneficial owner of shares of Company Common Stock who has validly exercised his or her appraisal rights under Section 262 of the DGCL with respect thereto, except to such shares in connection with the rights Merger shall be entitled to receive only the payment resulting from the procedure set forth in Section 262 of the DGCL), unless and until DGCL with respect to the Dissenting Shares held or “beneficially owned” by such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, each of such holder’s Company Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the applicable portion of the Transaction Share Consideration pursuant to Section 2.1(e)(vii), without interestPerson. The Company shall give TortoiseCorp III the Purchaser prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law Laws that are received by the Company relating to Company Shareholders’ any Dissenting Stockholder’s or beneficial owner’s rights of appraisal. The Company shall not, except with the prior written consent of TortoiseCorp IIIthe Purchaser (in each case not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, no Dissenting Stockholder or beneficial owner shall have any rights to any portion of the Merger Consideration with respect to any Dissenting Shares for which such Person has demanded appraisal unless and until such Dissenting Stockholder or beneficial owner shall have effectively withdrawn or otherwise lost its appraisal rights under the DGCL with respect to such Dissenting Shares whereupon such Dissenting Shares shall be deemed to have been converted, as of the Effective Time, into the right to receive their proportionate share of the Merger Consideration.

Appraisal and Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCLcontrary, Company Shares that are issued and outstanding immediately prior to the Company Merger Effective Time and which are held by a Company Shareholder who did not vote in favor of the Company Merger (or consent thereto in writing) and who is entitled to demand and properly demands and perfects appraisal of for such shares (the “Dissenting Shares”) pursuant toin accordance with, and who complies in all respects with, the provisions of Section 262 14-2-1301 et seq. of the DGCL GBCC, if and to the extent such Section provides for appraisal rights for such Shares in the Merger (the “Dissenting Shares” and such holders, the “Dissenting Shareholders”) shall not be converted into or be exchangeable for the right to receive such Dissenting Shareholder’s portion of the Transaction Share Consideration pursuant to Section 2.1(e)(vii2.1(f)(vii), but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to in accordance with Section 262 14-2-1301 et seq. of the DGCL GBCC (and at the Company Merger Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCLGBCC), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCLGBCC with respect to such Dissenting Shares. If Notwithstanding the foregoing, if any holder of Dissenting Shareholder Shares shall have failed to perfect or shall have waived, effectively withdrawn or lost such rightright to appraisal under Section 14-2-1301 et seq. of the GBCC or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 14-2-1301 et seq. of the GBCC, each then the right of such holder to be paid the fair value of such holder’s Dissenting Shares under Section 14-2-1301 et seq. of the GBCC shall cease and such Company Shareholder’s Dissenting Shares shall thereupon be treated as if they had deemed to have been converted into at the Company Merger Effective Time into, and become exchangeable for shall have become, the right to receivereceive payments with respect to such Dissenting Shares, as of the Effective Timeif any, the applicable portion of the Transaction Share Consideration pursuant to Section 2.1(e)(vii), 2.1(f)(vii) without interest. The Company shall give TortoiseCorp III Pubco and the Purchaser Representative prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company Shareholders’ rights of appraisal. The Company shall not, except with the prior written consent of TortoiseCorp IIIPubco and the Purchaser Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Appraisal and Dissenters’ Rights. Notwithstanding any provision of this Agreement anything herein to the contrary and to the extent available under the DGCLcontrary, shares of Company Shares that are issued and outstanding immediately prior to the Effective Time and which are Capital Stock held by a Company Shareholder holder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to has made a demand and properly demands for appraisal of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of accordance with Section 262 of the DGCL (the any such shares being referred to as “Dissenting Shareholders”) shall Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL with respect to such shares), will not be converted into or be exchangeable for represent the right to receive such Dissenting Shareholder’s portion of the Transaction Share Consideration pursuant to consideration in accordance with this Section 2.1(e)(vii)2.9 or otherwise hereunder, but instead such holder shall will be entitled converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shareholder Shares pursuant to Section 262 of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL); provided, unless and until such however, that if a holder shall have of Dissenting Shares (a “Dissenting Shareholder”) withdraws, has failed to perfect or shall have effectively withdrawn otherwise loses such holder’s demand for such payment and appraisal or lost its becomes ineligible for such payment and appraisal then, as of the later of the Effective Time or the date on which such Dissenting Stockholder withdraws such demand or otherwise becomes ineligible for such payment and appraisal, such holder’s Dissenting Shares will cease to be Dissenting Shares (and the right of such holder to appraisal under be paid the DGCL. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, each fair value of such holder’s Company Dissenting Shares under Section 262 of the DGCL shall thereupon cease) and will be treated as if they had been converted into and become exchangeable for the right to receive, as receive the consideration determined in accordance with and subject to the provisions of the Effective Time, the applicable portion this Section 2.9 upon surrender of the Transaction Share Consideration pursuant to such shares in accordance with Section 2.1(e)(vii), without interest2.12. The Company shall give TortoiseCorp III Parent (i) prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are demand received by the Company relating prior to Company Shareholders’ the Effective Time for appraisal rights pursuant to Section 262 of appraisalthe DGCL and any withdrawal of any such demand and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such demand, notice or instrument to the extent permitted by applicable Legal Requirements. The Company shall not, except with the prior written consent of TortoiseCorp IIIParent (not to be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to any such demands for appraisal, or offer to settle or settle any such demands or approve any withdrawal of any such demands.

Appraisal and Dissenters’ Rights. Notwithstanding any provision of anything in this Agreement to the contrary and to contrary, shares (the extent available under the DGCL, Company Shares that are issued and “Appraisal Shares”) of Common Stock or Preferred Stock outstanding immediately prior to the Effective Time and which are held by a Company Shareholder who did not vote in favor of the Merger (or consent thereto in writing) and Stockholder who is entitled to (i) demand and properly demands appraisal of such Appraisal shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) or (ii) dissenters rights and properly exercises dissenters rights with respect to such Appraisal Shares pursuant to, and complies with, Chapter 13 of the CGCL (together with Section 262, the “Dissenting ShareholdersAppraisal Provisions”) ), shall not be converted into or be exchangeable for the right to receive such Dissenting Shareholder’s portion of the Transaction Share Merger Consideration pursuant to as provided in Section 2.1(e)(vii2.2(a), but instead such holder Stockholder shall be entitled to receive such consideration as may be determined to be due to Stockholder’s rights in respect of such Dissenting Shareholder pursuant to Section 262 of Appraisal Shares in accordance with the DGCL (and at applicable Appraisal Provisions. At the Effective Time, such Dissenting all Appraisal Shares shall no longer be outstanding and outstanding, shall automatically be cancelled and shall cease to exist, and such each holder of Appraisal Shares shall cease to have any rights with respect thereto, except such rights as are granted by the rights set forth in Section 262 of applicable Appraisal Provisions. Notwithstanding the DGCL)foregoing, unless and until if any such holder Stockholder shall have failed fail to perfect or otherwise shall waive, withdraw or lose such Stockholder’s rights under the applicable Appraisal Provisions, or a court of competent jurisdiction shall determine that such Stockholder is not entitled to the relief provided by the applicable Appraisal Provisions, then the right of such Stockholder under the Appraisal Provisions shall cease and such Appraisal Shares shall be deemed to have been converted at the Effective Time into, and shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such rightbecome, each of such holder’s Company Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, receive the Merger Consideration as provided in Section 2.2(a). The Company shall serve prompt notice to Parent of any demands for appraisal of any shares of Common Stock or Preferred Stock and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the applicable portion of the Transaction Share Consideration pursuant to Section 2.1(e)(vii), without interest. The Company shall give TortoiseCorp III prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company Shareholders’ rights of appraisal. The Company shall not, except with without the prior written consent of TortoiseCorp IIIParent (which consent shall not be unreasonably withheld, conditioned or delayed) or except as may be required under applicable law, voluntarily make any payment with respect to any demands for appraisalto, or settle or offer to settle or settle any such demands or approve any withdrawal of settle, any such demands, or agree to do any of the foregoing.

Appraisal and Dissenters’ Rights. (a) Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, shares of Company Shares Common Stock that are issued and outstanding immediately prior to the Merger Effective Time and which that are held by a stockholders of the Company Shareholder who did not vote shall have neither voted in favor of the Merger (or consent nor consented thereto in writing) writing and who is entitled to demand and shall have demanded properly demands in writing appraisal of or dissenters’ rights for such shares (the “Dissenting Shares”) pursuant to, and who complies Company Common Stock in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Shareholders”) shall not be converted into or be exchangeable for the right to receive such Dissenting Shareholder’s portion of the Transaction Share Consideration pursuant to Section 2.1(e)(vii), but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to Section 262 of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights accordance with respect thereto, except the rights set forth in Section 262 of the DGCL), and otherwise complied with all of the provisions of the DGCL relevant to the exercise and perfection of appraisal rights, shall not be converted into, and such stockholders shall have no right to receive, the applicable Per Share Merger Consideration unless and until such holder shall have failed stockholder fails to perfect or shall have effectively withdrawn withdraws or lost otherwise loses his, her or its right to appraisal and payment under the DGCL. If any Dissenting Shareholder shall have failed Any Company Stockholder who fails to perfect or shall have who effectively withdrawn withdraws or lost such rightotherwise loses his, each her or its rights to appraisal of such holder’s shares of Company Shares Common Stock under Section 262 of the DGCL, shall thereupon be treated as if they had deemed to have been converted into into, and to have become exchangeable for the right to receivefor, as of the Merger Effective Time, the right to receive the applicable portion Per Share Merger Consideration, without any interest thereon, upon surrender, if applicable, in the manner provided in Section 4.2(b), of the Transaction Share Consideration pursuant Certificate or Certificates that formerly evidenced such shares of Company Common Stock. Prior to Section 2.1(e)(vii)the Closing, without interest. The the Company shall give TortoiseCorp III LACQ (i) prompt notice (and a copy in any event within one Business Day) of any written demands for appraisalappraisal received by the Company, attempted withdrawals of such demands, demands and any other instruments served pursuant to applicable Law that are the DGCL and received by the Company relating to Company Shareholders’ rights to be paid the fair value of appraisalDissenting Shares, and (ii) the opportunity to participate in all negotiations and proceedings with respect to demands. The Company shall consult with LACQ prior to making any payment with respect to demands for appraisal or offering to settle or settling any such demands. Prior to the Merger Effective Time, the Company shall not, except with the prior written consent of TortoiseCorp IIILACQ, voluntarily make any payment with respect to any demands for appraisalto, or settle or compromise or offer to settle or settle compromise, any such demands or approve waive any withdrawal failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 262 of the DGCL, or agree or commit to do any such demandsof the foregoing.

Appraisal and Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, Company Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a Company Shareholder who did not vote in favor of the Company Merger (or consent thereto in writing) and who is entitled to demand and properly demands appraisal of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Shareholders”) shall not be converted into or be exchangeable for the right to receive such Dissenting Shareholder’s portion of the Transaction Share Consideration pursuant to Section 2.1(e)(vii2.1(f)(vii), but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to Section 262 of the DGCL (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL), unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCL. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, each of such holder’s Company Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the applicable portion of the Transaction Share Consideration pursuant to Section 2.1(e)(vii2.1(f)(vii), without interest. The Company shall give TortoiseCorp III Pubco prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to Company Shareholders’ rights of appraisal. The Company shall not, except with the prior written consent of TortoiseCorp IIIPubco, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Appraisal and Dissenters’ Rights. Notwithstanding any provision of this Agreement to the contrary and to the extent available under the DGCL, Company Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a Company Shareholder No Kernel Stockholder who did not vote in favor of the Merger (or consent thereto in writing) and who is entitled to demand and properly demands has validly exercised its appraisal of such shares (the “Dissenting Shares”) pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Shareholders”) shall not be converted into or be exchangeable for the right to receive such Dissenting Shareholder’s portion of the Transaction Share Consideration pursuant to Section 2.1(e)(vii), but instead such holder shall be entitled to receive such consideration as may be determined to be due to such Dissenting Shareholder rights pursuant to Section 262 of the DGCL (and at a “Kernel Dissenting Stockholder”) with respect to its Kernel Common Stock (such shares, “Kernel Dissenting Shares”) shall be entitled to receive any portion of the Effective Time, such Kernel Merger Consideration with respect to the Kernel Dissenting Shares owned by such Kernel Dissenting Stockholder unless and until such Kernel Dissenting Stockholder shall no longer have effectively withdrawn or lost its appraisal rights under the DGCL. Each Kernel Dissenting Stockholder shall be outstanding and shall automatically be cancelled and shall cease entitled to exist, and such holder shall cease to have any rights with respect thereto, except receive only the rights payment resulting from the procedure set forth in Section 262 of the DGCL), unless and until DGCL with respect to the Kernel Dissenting Shares owned by such holder shall have failed to perfect or shall have effectively withdrawn or lost its right to appraisal under the DGCLKernel Dissenting Stockholder. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right, each of such holder’s Company Shares shall thereupon be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the applicable portion of the Transaction Share Consideration pursuant to Section 2.1(e)(vii), without interest. The Company Kernel shall give TortoiseCorp III PxxxxxXx and ParentCo Representative (i) prompt notice and a copy of any written demands for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law Laws that are received by the Company Kxxxxx relating to Company Shareholders’ any Kernel Dissenting Stockholder’s rights of appraisalappraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demand for appraisal under the DGCL. The Company Kernel shall not, except with the prior written consent of TortoiseCorp IIIParentCo and PxxxxxXx Representative, voluntarily make any payment with respect to any demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands. Notwithstanding anything to the contrary contained in this Agreement, for all purposes of this Agreement, the Kernel Merger Consideration shall be reduced by the Pro Rata Share of any Kernel Dissenting Stockholders attributable to any Kernel Dissenting Shares and the Kernel Dissenting Stockholders shall have no rights to any portion of the Kernel Merger Consideration with respect to any Kernel Dissenting Shares.