Common use of Appraisal Rights Clause in Contracts

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are outstanding immediately before the Effective Time and that are held by any Person who is entitled to demand and has properly demanded appraisal of such Appraisal Shares pursuant to, and who has otherwise complied in all respects with, Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares shall be entitled to payment 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 Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent prompt notice of any demand for appraisal of shares of Company Common Stock, withdrawals of such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunder. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“the "Appraisal Shares”") of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding, that shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding, that shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock2.01(b), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the “fair value value” of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the Pre-Merger Special Dividend, any dividends in accordance with Section 2.02(c) and the right to receive the “fair value” of such Appraisal Shares in accordance with the provisions of Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail fails to perfect or otherwise shall waivewaives, withdraw withdraws or lose loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the “fair value value” of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall cease to be Appraisal Shares and be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock2.01(b), without any interest thereon. The Company shall give prompt written notice to Parent prompt notice of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other documents or instruments, in each case, instruments served pursuant to the DGCL received by the Company related Company, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of ParentParent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“the "Appraisal Shares”") of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverthe Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other documents or instruments, in each case, instruments served pursuant to the DGCL received by the Company related Company, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“the "Appraisal Shares”") of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“the "Appraisal Shares”") of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”) as of "), if Section 262 provides for appraisal rights for such time shares, shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock2.08(c), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease cease, and each such Appraisal Shares Share shall be deemed to have been converted as of the Effective Time into, and to shall have become exchangeable solely forbecome, in each case at the Effective Time, the right to receive the Merger Consideration only (without any interest being payable thereon) as provided in Section 2.01(c) (Conversion of Company Common Stock2.08(c), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the opportunity to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into Merger Consideration become Converted Shares as provided in Section 2.01(c) (Conversion of Company Common Stock3.01(c), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding, that shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 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 Merger Consideration as provided in be Converted Shares under Section 2.01(c) (Conversion of Company Common Stock3.01(c), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“"Appraisal Shares”") of Company Class B Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person person who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares pursuant to, and who has otherwise complied complies in all respects with, Section 262 of the DGCL (“"Section 262”") as of such time shall not be converted into Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares shall be entitled to payment 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 's Appraisal Shares shall cease and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, into and to have become exchangeable solely for, for the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent (i) prompt notice of any demand for appraisal of shares of Company Common Stock, withdrawals of such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunder. Prior written objection to the Effective Time, Merger from any holder of Appraisal Shares and (ii) the opportunity to direct all negotiations and proceedings with respect to any such holder of Appraisal Shares. The Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or negotiatesettle, offer to settle or offer to settleotherwise negotiate, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are outstanding immediately before the Effective Time and that are held by any Person who is entitled to demand and has properly demanded appraisal of such Appraisal Dissenting Shares pursuant to, and who has otherwise complied in all respects with, Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock4.1(a), but rather rather, the holders of Appraisal Dissenting Shares shall be entitled only to payment of the fair appraisal value of such Appraisal Dissenting Shares in accordance with the provisions of Section 262262 of the DGCL less any applicable Taxes required to be withheld in accordance with Section 4.2(e) with respect to such payment (and, at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the appraisal value of such Dissenting Shares in accordance with the provisions of Section 262 of the DGCL); provided, howeverthat, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 of the DGCL, then the right of such holder to be paid the fair value of such holder’s Appraisal Dissenting Shares shall cease and such Appraisal 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) as provided in Section 2.01(c) (Conversion of Company Common Stock4.1(a), without interest thereon. The Company shall give notify Parent prompt notice as promptly as reasonably practicable of any demand for appraisal of shares of Company Common Stock, withdrawals of such written demands and any other documents or instruments, in each case, received by the Company related for payment of the fair value of any Common Shares and shall provide Parent a reasonable opportunity to Section 262 or stockholder demands or claims thereunderparticipate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, except as required by Applicable Law, the Company shall not, without the prior written consent of ParentParent (which consent shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to, or negotiate, settle or offer to settle, any such demands, waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement herein to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand demand, and has properly demanded demands, appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (collectively, the “Section 262Appraisal Shares”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.01(c), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided262 of the DGCL. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall cease and such Appraisal Shares shall be deemed to convert (or have been converted as of converted) at the Effective Time into, and to have become exchangeable solely forshall become, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.01(c), without any interest thereon. The Company shall give Parent prompt notice to Parent of any demand demands for appraisal of any shares of Company Common StockStock or written threats thereof, any withdrawals of such demands and any other documents or instruments, in each case, instruments served pursuant to the DGCL received by the Company related Company, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in and direct all negotiations and Actions with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares Company Shares, if any, as to which the holder thereof shall have (“Appraisal Shares”i) of Company Common Stock that are outstanding immediately before the Effective Time and that are held by any Person who is entitled to demand and has properly demanded appraisal of such Appraisal Shares pursuant to, and who has otherwise complied in all respects with, with the provisions of Section 262 of the DGCL (“Section 262”) as of and (ii) not effectively withdrawn or lost such time holder’s rights to appraisal (each, a “Dissenting Share”), shall not be converted into the right to receive the Merger Consideration as provided in payable pursuant to Section 2.01(c) (Conversion of Company Common Stock)2.1, but rather instead at the holders of Appraisal Shares Effective Time shall be become entitled only to payment of the fair value of such Appraisal Company Shares determined in accordance with Section 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares as determined in accordance with Section 262); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal payment of the fair value of such Dissenting Shares under Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Dissenting Shares shall cease and such Appraisal Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, for the right to receive Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock)receive, without interest thereon. or duplication, the Merger Consideration. (b) The Company shall give Parent prompt notice to Parent of any demand demands received by the Company for appraisal of shares any Company Shares, of Company Common Stock, any withdrawals of such demands and of any other documents or instruments, in each case, instruments served and received by the Company related under Section 262, and Parent shall have the opportunity to Section 262 or stockholder demands or claims thereunderparticipate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or compromise or offer to settlesettle or compromise, any such demandsdemand, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverthe Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate or evidence of shares in book-entry form that immediately prior to the Effective Time represented Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of any such demands and any other documents or instruments, in each case, related instruments served pursuant to the DGCL received by the Company related Company, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“the "Appraisal Shares”") of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock2.08(c), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock2.08(c), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the opportunity to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are Shares outstanding immediately before prior to the Effective Time and that are held by any Person a holder who is entitled to demand and has properly demanded appraisal not voted in favor of such Appraisal Shares pursuant to, the Merger or consented thereto in writing and who has otherwise complied in with all respects with, of the relevant provisions of Section 262 of the DGCL Delaware Act regarding appraisal for such shares (“Section 262”) as of such time shall "DISSENTING SHARES"), will not be converted into a right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock)Consideration, but rather the holders of Appraisal Shares shall be entitled to payment of the fair value of such Appraisal Shares in accordance with Section 262; provided, however, that if any unless such holder shall fail fails to perfect or withdraws or otherwise shall waive, withdraw or lose the loses its 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 Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereonappraisal. The Company shall will give the Parent prompt written notice of any demand and all demands for appraisal of shares of Company Common Stockrights, withdrawals withdrawal of such demands and any other documents or instruments, in each case, received by communications delivered to the Company related pursuant to Section 262 or stockholder demands or claims thereunder. Prior of the Delaware Act, and the Company will give the Parent the opportunity, to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expenseextent permitted by applicable Law, to participate in and direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of the Parent, the Company will not voluntarily make any payment with respect to any demand for appraisal rights and will not settle or offer to settle any such demand. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares under the provisions of Section 262 of the Delaware Act, will receive payment thereof from the Surviving Corporation and such Dissenting Shares will no longer be outstanding and will automatically be canceled and retired and will cease to exist.

Appraisal Rights. Notwithstanding anything in Section 3.01(c) or any other provision of this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are outstanding immediately before prior to the Effective Time and that are held by any Person a holder who is entitled (i) files with the Company before or at the Shareholders’ Meeting a written objection to demand and has properly demanded appraisal the Agreement, (ii) neither votes in favor of such Appraisal Shares pursuant tothe Merger nor consents thereto in writing, and who has otherwise complied in all respects with, Section 262 of (iii) makes written demand on the DGCL (“Section 262”) as of such time shall not be converted into Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather Surviving Corporation within twenty days after the holders of Appraisal Shares shall be entitled to date on which the Effective Time occurs for payment of the fair value of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 351.455 of the MGBCL (each, a “Dissenting Shareholder”), shall not be converted into or be exchangeable for the right to receive the Merger Consideration (except as provided in this Section 3.01(d)) but instead such Dissenting Shareholder after the Effective Time shall be entitled to receive the payment of the fair value thereof by the Surviving Corporation as provided under the MGBCL (such shares, the “Appraisal Shares Shares”). Any holder of Company Common Stock who fails to take any of the actions set forth in this Section 3.01(d) shall neither be deemed a Dissenting Shareholder nor entitled to appraisal rights as a dissenting shareholder, and each such share of Company Common Stock of such holder shall thereupon be converted into and become exchangeable only for the right to receive the Merger Consideration 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 Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.01(c), without interest thereon. The Company shall give Parent prompt notice of any demand demands received by the Company for appraisal payment of the fair value of any shares of Company Common StockStock under Section 351.455 of MGBCL, withdrawals of such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunder. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, right to participate in and direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to, or offer to settle or settle, any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in this Section 2.01(c) (Conversion of Company Common Stock)4.1, but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and each such Appraisal Shares Share shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in this Section 2.01(c) (Conversion of Company Common Stock), without interest thereon4.1. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather instead, at the holders Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate or evidence in book entry form that immediately prior to the Effective Time represented Appraisal Shares shall be entitled cease to payment of have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of any such demands and any other documents or instruments, in each case, related instruments served pursuant to the DGCL that are received by the Company related Company, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in and direct all negotiations and proceedings with respect to such demands. Prior Notwithstanding anything to the Effective Timecontrary in this Agreement, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, or otherwise negotiate, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are Razorfish Shares outstanding immediately before prior to the Effective Time and that are held by any Person a holder who is entitled to demand and has properly demanded appraisal not voted in favor of such Appraisal Shares pursuant to, the Merger or consented thereto in writing and who has otherwise complied in with all respects with, of the relevant provisions of Section 262 of the DGCL Delaware Act regarding appraisal for such shares (“Section 262”) as of such time shall "Dissenting Shares"), will not be converted into a right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock)Consideration, but rather the holders of Appraisal Shares shall be entitled to payment of the fair value of such Appraisal Shares in accordance with Section 262; provided, however, that if any unless such holder shall fail fails to perfect or withdraws or otherwise shall waive, withdraw or lose the loses its right to appraisal under Section 262, then appraisal. Razorfish will give 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 Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent prompt written notice of any demand and all demands for appraisal of shares of Company Common Stockrights, withdrawals withdrawal of such demands and any other documents or instruments, in each case, received by the Company related communications delivered to Razorfish pursuant to Section 262 or stockholder demands or claims thereunder. Prior of the Delaware Act, and Razorfish will give the Parent the opportunity, to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expenseextent permitted by applicable Law, to participate in and direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of the Parent, Razorfish will not voluntarily make any payment with respect to any demand for appraisal rights and will not settle or offer to settle any such demand. Each holder of Dissenting Shares who becomes entitled to payment for such Dissenting Shares under the provisions of Section 262 of the Delaware Act, will receive payment thereof from the Surviving Corporation and such Dissenting Shares will no longer be outstanding and will automatically be canceled and retired and will cease to exist.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverthe Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate or evidence of shares in book-entry form that immediately prior to the Effective Time represented Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of any such demands and any other documents or instruments, in each case, related instruments served pursuant to the DGCL that are received by the Company related Company, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverthe Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereoninterest. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of any such demands and any other documents or instruments, in each case, instruments served pursuant to the DGCL received by the Company related Company, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such shares (the "Appraisal Shares Shares") pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") as of such time shall not be converted into the right to receive from the Surviving Corporation, in cash and without interest, the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.01(c), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverthe Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate, or evidence of shares held in book-entry form, that immediately prior to the Effective Time represented Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding anything in this Agreement to the contrary, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive from the Surviving Corporation, in cash and without interest, the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.01(c), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of any such demands and any other documents or instruments, in each case, instruments served pursuant to the DGCL received by the Company related Company, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section "SECTION 262”") as of such time (the "APPRAISAL SHARES") shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock2.08(c), but rather instead such holder shall be entitled to such rights (but only such rights) as are granted by Section 262. At the holders Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and except as otherwise provided by applicable law, each holder of Appraisal Shares shall be entitled cease to payment of the fair value of have any rights with respect thereto other than such Appraisal Shares in accordance with rights as are granted by Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail to validly perfect or shall otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right rights of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock2.08(c), without interest thereon. The Company shall give Parent prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the opportunity to participate in all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262the ‘‘Appraisal Shares”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.01(c), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided262 of the DGCL. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration Consideration, as provided in Section 2.01(c) (Conversion of Company Common Stock3.01(c), without any interest thereon. The Company shall give Parent prompt notice to Parent of any demand demands for appraisal of any shares of Company Common StockStock or written threats thereof, withdrawals of such demands and any other documents or instruments, in each case, instruments served pursuant to the DGCL received by the Company related Company, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are Shares issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal (the “Appraisal Shares”) of such Appraisal Shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c3.1(a) (Conversion of Company Common Stock)this Agreement, but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding, that shall automatically be canceled and retired and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c3.1(a) (Conversion of Company Common Stock)this Agreement, without interest thereoninterest. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of shares of Company Common Stockany Shares, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of ParentParent (which consent shall not be unreasonably conditioned, withheld or delayed), voluntarily make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person person, other than any member of the Acquirer Group, who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, Section 262 of the DGCL (“Section 262”) and who, as of such time the Effective Time, shall not have effectively withdrawn or otherwise forfeited appraisal rights (collectively, the “Appraisal Shares”) shall not be converted into Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares shall be entitled to payment 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 in accordance with Section 262 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 forfor the right to receive, the Merger Consideration pursuant to Section 2.01(c). At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive Merger Consideration as provided the fair value of such shares in accordance with the provisions of Section 2.01(c) (Conversion of Company Common Stock), without interest thereon262. The Company shall give Parent prompt notice to Acquirer of any demand demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals together with copies of any correspondence or filings related thereto, and Acquirer shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of ParentAcquirer, make any payment with respect to, or negotiate, settle or offer to settle, any such appraisal demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Capital Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the applicable Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverthe Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate or evidence of shares in book-entry form that immediately prior to the Effective Time represented Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the applicable Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Capital Stock, withdrawals of any such demands and any other documents or instruments, in each case, related instruments served pursuant to the DGCL received by the Company related Company, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive any dividends in accordance with Section 2.02(c) and the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail fails to perfect or otherwise shall waivewaives, withdraw withdraws or lose loses the right to appraisal under Section 262 or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without any interest thereon. The Company shall give Parent prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other documents or instruments, in each case, instruments served pursuant to the DGCL received by the Company related Company, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of ParentParent (which consent shall not be unreasonably withheld or delayed), voluntarily make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverthe Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other documents or instruments, in each case, instruments served pursuant to the DGCL received by the Company related Company, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are capital stock issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL Delaware General Corporation Law (“Section 262”) as of such time shall not be converted into Merger Consideration the right to receive cash as provided in Section 2.01(c) (Conversion of Company Common Stock2.1(b), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverthe Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive Merger Consideration cash as provided in Section 2.01(c) (Conversion of Company Common Stock2.1(b), without interest thereon. The Company shall give Parent prompt notice to Acquiror of (i) any demand demands for appraisal of any shares of Company Common Stockcapital stock, withdrawals of such demands and any other documents or instruments, in each case, instruments served pursuant to the Delaware Law received by the Company related Company, and (ii) Acquiror shall have the right to Section 262 or stockholder direct all negotiations and proceedings with respect to such demands or claims thereunderas permitted by Delaware Law. Prior to the Effective Time, the The Company shall not, without the prior written consent of ParentAcquiror, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock2.1(c), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such shares (the “Appraisal Shares”) in accordance with the provisions of Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and each of such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive Merger Consideration the Per Share Amount as provided in Section 2.01(c) (Conversion of Company Common Stock2.1(c), without interest thereon. The Company shall give Parent (i) deliver prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and (ii) give Parent the opportunity to participate in all negotiations and proceedings with respect to any such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemand. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”APPRAISAL SHARES) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person person who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, Section 262 of the DGCL (“Section SECTION 262”) as of such time ), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.1(c), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and each such Appraisal Shares Share shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely forbecome, the right to receive Merger Consideration without interest as provided in Section 2.01(c) (Conversion of Company Common Stock3.1(c), without interest thereon. The Company shall give Parent provide prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other documents or instruments, in each case, received by the Company related Stock pursuant to Section 262 or stockholder demands or claims thereunder262, 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 Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverthe Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate or evidence of shares in book-entry form that immediately prior to the Effective Time represented Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of any such demands and any other documents or instruments, in each case, related instruments served pursuant to the DGCL received by the Company related Company, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. The parties hereto agree that, in accordance with Section 262 of the DGCL, no appraisal rights will be available to holders of Company Common Shares in connection with the Merger. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are Preferred Shares issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such shares (the "Appraisal Shares Shares") pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") as of such time shall not be converted into Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall automatically be canceled and shall cease to exist or be outstanding, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease to exist 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 Merger Consideration remain outstanding as provided in Section 2.01(c) (Conversion of Company Common Stock2.1(b), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of shares of any Company Common StockPreferred Shares, withdrawals of and Parent shall have the right to participate in and, subject to applicable law, direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if appraisal rights are available in the Merger under Section 262 of the DGCL, shares (“Appraisal Shares”) of Company Common Stock that are outstanding immediately before prior to the Effective Time and that are held by any Person person who is entitled to demand and has properly demanded demands appraisal of such shares (“Appraisal Shares Shares”) pursuant to, and who has otherwise complied complies in all respects with, Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares shall be entitled to payment of the fair market 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 receive payment of fair market value under Section 262, 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, for the right to receive receive, Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon, upon surrender of the certificate formerly representing such shares. The Company shall give Parent serve prompt notice to Parent of any demand demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Dissenting Shares”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock)4.1, but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal shares in accordance with the provisions of Section 262 of the DGCL. At the Effective Time, the Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262; provided262 of the DGCL. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to be paid the fair value of such holder’s Appraisal Dissenting Shares under Section 262 of the DGCL shall cease and such Appraisal Dissenting Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock)4.1, without any interest thereon. The Company shall give Parent prompt notice to Parent of any demand demands for appraisal of any shares of Company Common StockStock or written threats thereof, withdrawals of such demands and any other documents or instruments, in each case, instruments served pursuant to the DGCL received by the Company related Company, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. For the avoidance of doubt, it is acknowledged and agreed that, for all purposes under Section 262 of the DGCL and to the fullest extent permitted by applicable Law, the fair value of the Dissenting Shares shall be determined without regard to the Top-Up Option, the Top-Up Option Shares or any promissory note delivered by Parent shall have or Merger Sub to the right, at Parent’s sole expense, to participate Company in and direct all negotiations and proceedings with respect to such demandspayment for the Top-Up Option Shares.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”the "APPRAISAL SHARES") of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section "SECTION 262”") as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock2.08(c), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock2.08(c), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the opportunity to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Holdings Common Stock that are or Class C-1 Common Stock issued and outstanding immediately before prior to the Effective Time and Closing that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock)‎Section 1.05, but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Closing, howeverthe Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time Closing into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon‎Section 1.05. The Company Alpha Parties shall give Parent prompt notice to Contura of any demand demands for appraisal of any shares of Company Holdings Common Stock or Class C-1 Common Stock, withdrawals of such demands and any other documents or instruments, in each case, instruments served pursuant to the DGCL received by the Company related Alpha Parties, and Contura shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective TimeClosing, the Company Alpha Parties shall not, without the prior written consent of ParentContura, voluntarily make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are and Preferred Stock issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration per share as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such shares (the “Appraisal Shares”) in accordance with the provisions of Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and each of such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely for, the right to receive the Merger Consideration per share as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent (i) deliver prompt notice to Newco of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of Stock or Preferred Stock and (ii) give Newco the opportunity to participate in all negotiations and proceedings with respect to any such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemand. Prior to the Effective Time, the Company shall not, without the prior written consent of ParentNewco, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”the "APPRAISAL SHARES") of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section "SECTION 262”") as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and each such Appraisal Shares Share shall be deemed to have been converted as of at the Effective Time into, and to each such Appraisal Share shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent provide prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock2.1(c), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such shares (the “Appraisal Shares”) in accordance with the provisions of Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and each of such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive Merger Consideration the Per Share Amount as provided in Section 2.01(c) (Conversion of Company Common Stock2.1(c), without interest thereon. The Company shall give Parent (i) deliver prompt notice to Purchaser of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and (ii) give Purchaser the opportunity to participate in all negotiations and proceedings with respect to any such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemand. Prior to the Effective Time, the Company shall not, without the prior written consent of ParentPurchaser, such consent not to be unreasonably withheld or delayed, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are outstanding immediately before prior to the Effective Time and that are held by any Person who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares of Company Common Stock pursuant to, and who has otherwise complied complies in all respects with, Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.08(c), but rather instead, at the holders of Effective Time, the Appraisal Shares shall no longer be entitled outstanding and shall automatically be canceled and shall cease to exist, and each holder of any such Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive payment of the fair value of such Appraisal Shares in accordance with Section 262; provided, however, provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 with respect to such Appraisal Shares or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid receive 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 2.01(c) (Conversion of Company Common Stock3.08(c), without interest thereonless any applicable Tax withholding, and shall no longer be Appraisal Shares. The Company shall give prompt written notice to Parent prompt notice of any demand demands received by the Company for appraisal of any shares of Company Common Stock, any withdrawals of such demands for appraisal of any shares of Company Common Stock and any other documents or instruments, in each case, received by sent to the Company related pursuant to Section 262 or stockholder demands or claims thereunder262, 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 The Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Offer Closing Time, Parent shall have not, except with the rightprior written consent of the Company, at Parent’s sole expense, require the Company to participate in and direct all negotiations and proceedings make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“the "Appraisal Shares”") of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather instead the holders of Appraisal Shares shall be entitled to payment of the fair value of such Appraisal Shares in accordance with the provisions of 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 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverthe Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other documents or instruments, in each case, instruments served pursuant to the DGCL received by the Company related Company, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Appraisal Shares”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.01(c), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided262 of the DGCL. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.01(c), without any interest thereon. The Company shall give Parent prompt notice to Parent of any demand demands for appraisal of any shares of Company Common StockStock or written threats thereof, withdrawals of such demands and any other documents or instruments, in each case, instruments served pursuant to the DGCL received by the Company related Company, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Except as permitted under Section 262 or stockholder demands or claims thereunder. Prior 6.01(a)(xvii), prior to the Effective Time, the Company shall not, without the prior written consent of Parent, not voluntarily make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Novadigm Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares (the "APPRAISAL SHARES") pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section "SECTION 262”") as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock1.6(a), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverthe Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock1.6(a), without interest thereon. The Company Novadigm shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Novadigm Common Stock, withdrawals of such demands and any other documents or instruments, in each case, instruments served pursuant to the DGCL received by Novadigm, and Parent shall have the Company related right to Section 262 or stockholder demands or claims thereunderparticipate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company Novadigm shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in in Section 2.01(c) 2.01 (Conversion of Company Common Stockc), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and each such Appraisal Shares Share shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock Shares that are issued and outstanding immediately before prior to the Effective Time and that which are held by any Person stockholders of the Company who is have not voted in favor of or consented to the Merger and who are entitled to demand and has properly demanded appraisal of such Appraisal Shares pursuant to, and who has otherwise complied have delivered a written demand for appraisal of such Shares in all respects withthe time and manner provided in, Section 262 of the DGCL (“Section 262”the "Dissenting Shares") as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock)Consideration, but rather the holders of Appraisal Shares thereof shall be entitled to payment receive the consideration as shall be determined pursuant to Section 262 of the fair value of such Appraisal Shares in accordance with Section 262DGCL; provided, however, that if any such holder stockholder of the Company shall fail to perfect or otherwise shall effectively waive, withdraw or lose the right to appraisal and payment under the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262262 of the DGCL, then the right of such holder to be paid receive the fair value consideration as determined pursuant to Section 262 of such holder’s Appraisal Shares the DGCL shall cease and such Appraisal holder's Shares shall thereupon be deemed to have been converted as of converted, at the Effective Time intoTime, and to have become exchangeable solely for, into the right to receive the Common Stock Merger Consideration or the Series A Stock Merger Consideration, as provided set forth in Section 2.01(c) (Conversion 2.6 of Company Common Stock)this Agreement, without any interest thereon. . (b) The Company shall give Parent (i) prompt notice of any demand demands for appraisal of shares any Shares pursuant to Section 262 of Company Common Stockthe DGCL received by the Company, withdrawals of such demands and any other documents or instruments, in each case, instruments served pursuant to the DGCL and received by the Company related to Section 262 or stockholder demands or claims thereunder. Prior to and (ii) the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent or as otherwise required by applicable law, make any payment with respect to any such demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“the "Appraisal Shares”") of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and each such Appraisal Shares Share shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”the "APPRAISAL SHARES") of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section "SECTION 262”") as of such time shall not be converted into the right to receive the Merger Consideration as provided in this Section 2.01(c) (Conversion of Company Common Stock)4.1, but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and each such Appraisal Shares Share shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in this Section 2.01(c) (Conversion of Company Common Stock), without interest thereon4.1. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“the "Appraisal Shares”") of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“the "Appraisal Shares”") of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock2.01(a)(iii), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall automatically be canceled and shall cease to exist or be outstanding, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease to exist and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely for, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock2.01(a)(iii), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand written demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are outstanding immediately before prior to the Effective Time and that are held by any Person who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, Section 262 of the DGCL (“Section 262”) as of (such time shares, “Appraisal Shares”) shall not be converted into the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock1.07(c), but rather the holders instead shall be canceled, and each holder of Appraisal Shares shall be entitled only to payment of the fair value of receive such consideration as is determined to be due with respect to such Appraisal Shares in accordance with pursuant to 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 consideration as is determined to be due pursuant to Section 262 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, shall represent only the right to receive receive, the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock1.07(c), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands received by the Company for appraisal of any shares of Company Common Stock, Stock and any withdrawals of such demands demands, and any other documents or instruments, Parent shall have the right to participate in each case, received by the Company related and direct all negotiations and Proceedings with respect to Section 262 or stockholder demands or claims thereundersuch demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settlesettle or otherwise negotiate, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are outstanding immediately before Stock, if any, as to which the Effective Time and that are held by any Person who is entitled to demand and has holder thereof shall have (i) properly demanded appraisal of such Appraisal Shares pursuant to, and who has otherwise complied in all respects with, with the provisions of Section 262 of the DGCL (“Section 262”) as of and (ii) not effectively withdrawn or lost such time holder’s rights to appraisal (each, a “Dissenting Share”), shall not be converted into the right to receive the Merger Consideration as provided in pursuant to Section 2.01(c) (Conversion of Company Common Stock)2.1 and Section 2.2, but rather instead at the holders of Appraisal Shares Effective Time shall be become entitled only to payment of the fair value of such Appraisal shares of Company Common Stock determined in accordance with Section 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares as determined in accordance with Section 262); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal payment of the fair value of such Dissenting Shares under Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Dissenting Shares shall cease and such Appraisal Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, for the right to receive Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock)receive, without interest thereon. or duplication, the Merger Consideration pursuant to Section 2.1 and Section 2.2. (b) The Company shall give Parent prompt notice to Parent of any demand demands received by the Company for appraisal of any shares of Company Common Stock, of any withdrawals of such demands and of any other documents or instruments, in each case, instruments served and received by the Company related under Section 262, and Parent shall have the opportunity to Section 262 or stockholder demands or claims thereunderparticipate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or compromise or offer to settlesettle or compromise, any such demandsdemand, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except appraisal rights pursuant to Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding, that shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give serve prompt written notice to Parent prompt notice of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverthe Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate that immediately prior to the Effective Time represented Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of any such demands and any other documents or instruments, in each case, instruments served pursuant to the DGCL received by the Company related Company, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are Shares issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Shares (the "Appraisal Shares Shares") pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.01(c), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverthe Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder of Appraisal Shares shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.01(c), without interest thereoninterest. The Company shall give Parent prompt notice to Parent of any demand demands for appraisal of shares of Company Common Stockany Shares, withdrawals of such demands and any other documents or instruments, in each case, instruments served pursuant to the DGCL received by the Company related Company, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in and control all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, Parent voluntarily make any payment with respect to, or negotiate, settle or compromise or offer to settlesettle or compromise, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to ---------------- the contrary, shares (“Appraisal "Dissent Shares”") of Company Common Stock that are outstanding immediately before prior to the Effective Time and that are held by any Person person who is entitled to demand dissent from and has properly demanded appraisal of such Appraisal Shares dissents from this Agreement pursuant to, and who has otherwise complied complies in all respects with, Section 262 (S)1701.85 of the DGCL Ohio Law, in each case to the extent applicable (“Section 262”) as of such time the "Appraisal Statute"), shall not be converted into a right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Dissent Shares shall be entitled to --------------- the right to receive payment of the fair appraised value of such Appraisal Dissent Shares in accordance with Section 262the Appraisal Statute; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal receive payment of the appraised value under Section 262the Appraisal Statute, then the right of such holder to be paid the fair appraised value of such holder’s Appraisal 's Dissent Shares shall cease and such Appraisal Dissent 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 Consideration, without interest, as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent prompt notice to Parent of any demand for appraisal of shares of Company Common Stock, withdrawals of such objections or demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunder. Prior for appraisal of Company Common Stock pursuant to the Effective TimeAppraisal Statute, and Parent shall have the right to direct all negotiations and proceedings with respect to such objections or demands. Neither the Company shall notnor the Surviving Corporation shall, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such objections or demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, any shares (“Appraisal Shares”) of Company Common Stock that are outstanding immediately before held by a stockholder who, as of the Effective Time and that are held by any Person who is entitled Time, has not effectively withdrawn or lost (through failure to demand and has properly demanded perfect or otherwise) appraisal or dissenters’ rights pursuant to Subtitle 2 of such Appraisal Shares pursuant to, and who has otherwise complied in all respects with, Section 262 Title 3 [§§3-201 et seq.] of the DGCL MGCL (the “Section 262Dissenting Shares”) as of such time shall not be converted into or represent the right to receive any of the Aggregate Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock)pursuant to this Article 1, but rather the holders of Appraisal Shares holder thereof shall only be entitled to payment such rights as are granted by such provisions of the fair value MGCL. (b) Notwithstanding the provisions of such Appraisal Section 1.8(a), if, after the Effective Time, any holder of Dissenting Shares in accordance with Section 262; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, effectively withdraw or lose the right to appraisal under Section 262appraisal, then then, as of the right occurrence of such holder to be paid the fair value of event, such holder’s Appraisal Shares shares of Company Common Stock shall cease automatically be converted into and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, represent only the right to receive the portion of the Aggregate Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock)allocable to such shares pursuant to this Article 1, without interest thereon. , upon surrender of the Company Stock Certificate(s) representing such shares and the other documents required pursuant to Section 1.6 hereof. (c) The Company shall give Parent Gene Logic prompt notice of any demand written demands for appraisal of with respect to any shares of Company Common Stock, withdrawals of such demands demands, and any other documents instruments served pursuant to the MGCL (including without limitation instruments concerning appraisal or instruments, in each case, dissenters’ rights) and received by the Company related to Section 262 or stockholder demands or claims thereunder. Prior prior to the Effective Time, the . The Company shall not, without except with the prior written consent of ParentGene Logic, voluntarily make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") as of such time shall not be converted into Merger Consideration the right to receive the Per Share Amount as provided in Section 2.01(c) (Conversion of Company Common Stock2.1(c), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such shares (the "Appraisal Shares") in accordance with the provisions of Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and each of such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely for, the right to receive Merger Consideration the Per Share Amount as provided in Section 2.01(c) (Conversion of Company Common Stock2.1(c), without interest thereon. The Company shall give Parent (i) deliver prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of Stock and (ii) give Parent the opportunity to participate in all negotiations and proceedings with respect to any such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemand. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are outstanding immediately before prior to the Effective Time and that are held by any Person who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, Section 262 of the DGCL (“Section 262”) as of (such time shares, “Appraisal Shares”) shall not be converted into the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock2.07(c), but rather the holders instead shall be canceled and each holder of Appraisal Shares shall be entitled only to payment of the fair value of receive such consideration as is determined to be due with respect to such Appraisal Shares in accordance with pursuant to 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 consideration as is determined to be due pursuant to Section 262 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, shall represent only the right to receive receive, the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock2.07(c), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and Proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who (i) has not voted such shares of Company Common Stock in favor of the Merger at the Company Stockholders’ Meeting, (ii) is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied in all respects with, to Section 262 of the DGCL Delaware Law (“Section 262”), or, pursuant to Section 1301 of California Law, if applicable (“Section 1301”), and complies in all respects with the provisions of Section 262, or, Section 1301, if applicable, and (iii) has not effectively withdrawn or lost the right to demand relief as a dissenting stockholder under the Delaware Law, or, California Law, if applicable, as of such time the Effective Time (the “Appraisal Shares”), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.01(a), but rather the holders instead such holder of Appraisal Shares shall only be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided, howeveror, that Section 1301, if applicable. At the Effective Time, all Appraisal Shares shall automatically be cancelled and shall cease to exist or be outstanding, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except such rights as are granted under Section 262, or, Section 1301, if applicable. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, or, Section 1301, if applicable, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, or, Section 1301, if applicable, then the right rights of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262, or, Section 1301, if applicable, shall cease to exist and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive such holder’s Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.01(a), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and, subject to applicable law, direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“"Appraisal Shares”") of Company Common Stock that are or Company Class B Stock issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") as of such time shall not be converted into Merger Consideration the right to receive the consideration payable as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262. As of the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease to exist and such Appraisal Shares shall be deemed to have been converted as of the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Common Stock Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common StockStock or Company Class B Stock and Parent shall have the right to participate in and, withdrawals subject to applicable Law, direct all negotiations and proceedings with respect to such demands. None of such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunder. Prior to the Effective Time, the Company shall notand its Subsidiaries shall, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are outstanding immediately before Stock, if any, as to which the Effective Time and that are held by any Person who is entitled to demand and has holder thereof shall have (i) properly demanded appraisal of such Appraisal Shares pursuant to, and who has otherwise complied in all respects with, with the provisions of Section 262 of the DGCL (“"Section 262”") as of and (ii) not effectively withdrawn or lost such time holder's rights to appraisal (each, a "Dissenting Share"), shall not be converted into the right to receive the Merger Consideration as provided in pursuant to Section 2.01(c) (Conversion of Company Common Stock)2.1 and Section 2.2, but rather instead at the holders of Appraisal Shares Effective Time shall be become entitled only to payment of the fair value of such Appraisal shares of Company Common Stock determined in accordance with Section 262 (it being understood and acknowledged that at the Effective Time, such Dissenting Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto other than the right to receive the fair value of such Dissenting Shares as determined in accordance with Section 262); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal payment of the fair value of such Dissenting Shares under Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal 's Dissenting Shares shall cease and such Appraisal Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, for the right to receive Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock)receive, without interest thereon. or duplication, the Merger Consideration pursuant to Section 2.1 and Section 2.2. (b) The Company shall give Parent prompt notice to Parent of any demand demands received by the Company for appraisal of any shares of Company Common Stock, of any withdrawals of such demands and of any other documents or instruments, in each case, instruments served and received by the Company related under Section 262, and Parent shall have the opportunity to Section 262 or stockholder demands or claims thereunderparticipate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or compromise or offer to settlesettle or compromise, any such demandsdemand, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“the "Appraisal Shares”") of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.1(c), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and each such Appraisal Shares Share shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.1(c), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are or Company Preferred Stock issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding, that shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock or Company Preferred Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“the "Appraisal Shares”") of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverthe Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate or evidence of shares in book-entry form that immediately prior to the Effective Time represented Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of any such demands and any other documents or instruments, in each case, related instruments served pursuant to the DGCL received by the Company related Company, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are Each Dissenting Share outstanding immediately before prior to the Effective Time and that are held by any Person a Dissenting Shareholder who is entitled to demand has not voted in favor of the Plan of Merger and who has properly demanded appraisal for its Shares in accordance with Sections 302A.471 and 302A.473 of such Appraisal Shares pursuant to, the MBCA and who has otherwise complied in with all respects with, Section 262 applicable provisions of Sections 302A.471 and 302A.473 of the DGCL (“Section 262”) as of such time MBCA, shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock)Consideration, but rather the holders Dissenting Shareholder of Appraisal Shares such Dissenting Share shall be entitled only to payment such rights as are granted by Sections 302A.471 and 302A.473 of the fair value of MBCA, unless such Appraisal Shares in accordance with Section 262; providedDissenting Shareholder fails to perfect, however, that if any such holder shall fail to perfect withdraws or otherwise shall waive, withdraw or lose loses the right to appraisal under Section 262Sections 302A.471 and 302A.473 of the MBCA. If, then either before or after the Effective Time, such Dissenting Shareholder fails to perfect, withdraws or loses the right to appraisal under Sections 302A.471 and 302A.473 of such holder to the MBCA, each Share held by that Dissenting Shareholder shall no longer be paid the fair value of such holder’s Appraisal considered Dissenting Shares and shall cease and such Appraisal Shares shall thereupon be deemed to have been automatically be converted as of the Effective Time into, and to have become exchangeable solely exchanged for, as of the Effective Time, the right to receive the Per Share Merger Consideration as provided in accordance with Section 2.01(c) (Conversion of Company Common Stock3.1(a), without interest thereon. The Company shall give Parent prompt notice (and in any event within two Business Days) of any demand for appraisal of shares of Company Common Stock, withdrawals of such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunder. Prior to the Effective Timefor appraisal of Shares, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. and Parent shall have the right, at Parent’s sole expense, right to participate in and direct all negotiations and proceedings with respect to such demands.such

Appraisal Rights. Notwithstanding anything in any provision of this Agreement to the contrarycontrary (other than the other provisions of this Section 1.11) and to the extent available under the OGCL, no shares (“Appraisal Shares”) of Company Common Stock that are outstanding immediately before the Effective Time and that are held by any a Person who is entitled has perfected a demand for appraisal rights pursuant to demand and has properly demanded appraisal of such Appraisal Shares pursuant to, and who has otherwise complied in all respects with, Section 262 1701.85 of the DGCL OGCL (a “Section 262Dissenting Shareholder”) as of such time shall not be converted into into, or represent the right to receive, the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares Consideration. Any such shareholder shall instead be entitled to receive payment of the fair cash value of such Appraisal Dissenting Shareholder’s Dissenting Shares in accordance with the provisions of Section 2621701.85 of the OGCL; provided, however, that if all Dissenting Shares held by any such holder Dissenting Shareholder who shall fail have failed to perfect or who otherwise shall waivehave withdrawn, withdraw in accordance with Section 1701.85 of the OGCL, or lose the right lost such Dissenting Shareholder’s rights to appraisal of such shares under Section 262, then 1701.85 of the right of such holder to be paid the fair value of such holder’s Appraisal Shares OGCL shall cease and such Appraisal Shares shall thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, as of the Effective Time, the right to receive the Merger Consideration as Consideration, without any interest thereon, upon surrender of the Certificate or Certificates that formerly evidenced such shares in the manner provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereonArticle II. The Company shall give Parent (a) prompt notice of any demand written demands for appraisal of shares of Company Common Stockappraisal, attempted withdrawals of such demands demands, and any other documents or instruments, in each case, instruments served pursuant to applicable Law received by the Company related relating to Section 262 or stockholder demands or claims thereundershareholders’ rights of appraisal and (b) the opportunity to participate in all negotiations and proceedings with respect to demand for appraisal under the OGCL. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment with respect to, to any demands for appraisals of Dissenting Shares or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverthe Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other documents or instruments, in each case, instruments served pursuant to the DGCL received by the Company related Company, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. (i) Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”the "APPRAISAL SHARES") of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section "SECTION 262”") as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common StockClause 2.1(c), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) Clause 2.1 (Conversion of Company Common Stockc), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent . (ii) Any and all amounts paid by the Surviving Corporation to holders of Appraisal Shares shall have be paid by the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demandsSurviving Corporation solely out of its own cash on hand or out of its own borrowings.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) Shares of Company Common Capital Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand (and has not validly waived the right to demand) and who properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Per Share Company Capital Stock Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.1(a), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal shares (the “Dissenting Shares”) in accordance with the provisions of Section 262. At the Effective Time, all Dissenting Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Dissenting Shares in accordance with the provisions of Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Dissenting Shares under Section 262 shall cease and each such Appraisal Shares Dissenting Share shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive receive, without interest, the Per Share Company Capital Stock Merger Consideration as provided in Section 2.01(c3.1(a) (Conversion of Company Common Stock), without interest thereonupon the terms and subject to the conditions set forth herein. The Company shall give Parent deliver prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Capital Stock, withdrawals of and Parent shall have the right to direct and participate in all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are and Company Preferred Stock issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.1(a), but rather instead such holder shall be entitled to the holders rights provided under Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Appraisal Shares shall be entitled cease to payment of have any rights with respect thereto, except the fair value of such Appraisal Shares in accordance with rights provided under Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right rights of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.1(a), without interest thereon. The Company Any amounts payable in cash with respect to Appraisal Shares shall give Parent prompt notice of any demand for appraisal of shares of Company Common Stock, withdrawals of such demands and any other documents or instruments, in each case, received be payable by the Company related to Section 262 out of its separate funds, and no funds shall be supplied, directly or stockholder demands or claims thereunderindirectly, by Parent for such purpose. Prior Immediately prior to the Effective Time, if necessary, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer establish an escrow account and immediately deposit into such account funds sufficient to settle, pay any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demandsamounts.

Appraisal Rights. Notwithstanding anything in this Agreement to the ----------------- contrary, shares (“the "Appraisal Shares”") of Company Common Stock that are issued ---------------- and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") as of such time shall not be converted into the ----------- right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and each such Appraisal Shares Share shall be deemed to have been converted as of at the Effective Time into, and to each such Appraisal Share shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent provide prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement ---------------- to the contrary, shares (“Appraisal "Dissent Shares”") of Company Common Stock that are outstanding -------------- immediately before prior to the Effective Time and that are held by any Person person who is entitled to demand dissent from and has properly demanded appraisal of such Appraisal Shares dissents from this Agreement pursuant to, and who has otherwise complied complies in all respects with, Section 262 of the DGCL DGCL, in each case to the extent applicable (“Section 262”) as of such time the "Appraisal Statute"), shall not be converted into a right to receive the Merger ----------------- Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Dissent --------------- Shares shall be entitled to the right to receive payment of the fair appraised value of such Appraisal Dissent Shares in accordance with Section 262the Appraisal Statute; provided, -------- however, that if any such holder shall fail to perfect or otherwise shall waive, ------- withdraw or lose the right to appraisal receive payment of the appraised value under Section 262the Appraisal Statute, then the right of such holder to be paid the fair appraised value of such holder’s Appraisal 's Dissent Shares shall cease and such Appraisal Dissent 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 Consideration, without interest, as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent prompt notice --------------- to Parent of any demand for appraisal of shares of Company Common Stock, withdrawals of such objections or demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunder. Prior for appraisal of Company Stock pursuant to the Effective TimeAppraisal Statute, and Parent shall have the right to direct all negotiations and proceedings with respect to such objections or demands. Neither the Company shall notnor the Surviving Corporation shall, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such objections or demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person person who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, Section 262 of the DGCL (“Section 262”) as of such time ), shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.01(c), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and each such Appraisal Shares Share shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely forbecome, the right to receive Merger Consideration without interest as provided in Section 2.01(c3.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent provide prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other documents or instruments, in each case, received by the Company related Stock pursuant to Section 262 or stockholder demands or claims thereunder262, 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 Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“the "Appraisal Shares”") of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be out standing, that shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are outstanding immediately before prior to the First Effective Time and that which are held by any Person stockholders who is entitled to demand have exercised and has properly demanded perfected appraisal rights for such shares of such Appraisal Shares pursuant to, and who has otherwise complied Company Common Stock in all respects with, Section 262 of accordance with the DGCL (the “Section 262Dissenting Shares”) as of such time shall not be converted into Merger Consideration as provided or represent the right to receive the applicable merger consideration described in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares 2.6 attributable to such Dissenting Shares. Such stockholders shall be entitled to receive payment of the fair appraised value of such Appraisal Shares shares of Company Common Stock held by them in accordance with Section 262; providedthe DGCL, however, that if any unless and until such holder shall stockholders fail to perfect or otherwise shall waive, effectively withdraw or otherwise lose their appraisal rights under the DGCL. All Dissenting Shares held by stockholders who shall have failed to perfect or shall have effectively withdrawn or lost their right to appraisal under Section 262, then the right of such holder to be paid shares of Company Common Stock under the fair value of such holder’s Appraisal Shares DGCL (whether occurring before, at or after the First Effective Time) shall cease and such Appraisal Shares shall thereupon be deemed to be converted into and have been converted become exchangeable for, as of the First Effective Time into, and to have become exchangeable solely forTime, the right to receive Merger Consideration as the applicable merger consideration, without interest, attributable to such Dissenting Shares upon their surrender in the manner provided in Section 2.01(c2.6 and Section 2.10. (b) (Conversion of Company Common Stock), without interest thereon. The Company Parent shall give Parent the Securityholder Agent prompt written notice of any demand for appraisal of shares of demands by dissenting stockholders received by the Company Common Stockor Parent, withdrawals of such demands and any other documents or instruments, in each case, instruments served on the Company and any material correspondence received by the Company related or Parent in connection with such demands, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderdirect all negotiations and proceedings with respect to such demands; provided that the Securityholder Agent shall have the right to participate in such negotiations and proceedings. Prior to Neither the Effective TimeParent nor the Securityholder Agent shall, except with the Company shall not, without the other party’s prior written consent of Parentconsent, voluntarily make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or approve any withdrawal of any such demands or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock Shares that are outstanding immediately before prior to the Effective Time (other than the Exception Shares) and that are held by any Person Company Stockholders who is entitled to demand and has properly demanded appraisal shall have neither voted in favor of such Appraisal Shares pursuant to, the Merger nor consented thereto in writing and who has otherwise complied shall have demanded properly in all respects with, writing appraisal for such Shares in accordance with Section 262 of the DGCL (the “Section 262Dissenting Stockholders”) as of such time shall not be converted into into, or represent the right to receive, the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stockcollectively, the “Dissenting Shares”), but rather the holders of Appraisal Shares . Dissenting Stockholders shall be entitled to receive payment of the fair value of such Appraisal the Dissenting Shares as determined in accordance with the provisions of Section 262; provided262 of the DGCL, however, except that if any such holder all Dissenting Shares held by Company Stockholders who shall fail have failed to perfect or otherwise who effectively shall waive, withdraw have withdrawn or lose the right lost their rights to appraisal of such Shares under Section 262, then 262 of the right of such holder to be paid the fair value of such holder’s Appraisal Shares shall cease and such Appraisal Shares shall DGCL will thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, as of the Effective Time, the right to receive the Merger Consideration as in accordance with Section 2.07, without any interest thereon, upon surrender, in the manner provided in Section 2.01(c2.08, of the Certificate or Certificates that formerly evidenced such Shares. (b) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent prompt notice as promptly as reasonably practicable upon receipt by the Company of any demand for appraisal pursuant to Section 262 of shares the DGCL and of Company Common Stock, withdrawals of any such demands demand, and any other documents or instruments, in each case, received by communications delivered to the Company related pursuant to or in connection with Section 262 or stockholder demands or claims thereunder. Prior of the DGCL with respect to the Effective TimeTransactions, and the Company shall not, without will give Parent the opportunity to participate in all negotiations and proceedings with respect to any such demands (including any settlement offers). Except with the prior written consent of Parent, the Company will not voluntarily make any payment with respect to, or negotiate, to any demand for appraisal and will not settle or offer to settle, settle any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demandsdemand.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“the "Appraisal Shares”") of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock2.1(c), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock2.1(c), without interest thereon. The Company shall give Parent deliver prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock Shares that are outstanding immediately before prior to the Effective Time and that are held owned by any Person Company Stockholders who is entitled to demand and has have properly demanded perfected their appraisal of such Appraisal Shares pursuant to, and who has otherwise complied in all respects with, rights under Section 262 of the DGCL (the “Section 262Dissenting Shares”) as of such time shall will not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of with respect thereto, unless and until such Company Common Stock)Stockholders fail to perfect or lose their appraisal rights under applicable Law, but rather the holders of Appraisal Shares shall but, instead, such Company Stockholders will be entitled to payment of the fair appraised value of such Appraisal Dissenting Shares in accordance with Section 262; provided, however, that if 262 of the DGCL. If any such holder shall Company Stockholders fail to perfect or otherwise shall waive, withdraw or lose the right to such appraisal under Section 262rights, then the right of each Company Share held by such holder to be paid the fair value of such holder’s Appraisal Shares shall cease and such Appraisal Shares shall Company Stockholder will thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, into the right to receive and become exchangeable for, at the Effective Time, the Merger Consideration as with respect thereto, in the manner provided for in Section 2.01(c3.1. (b) (Conversion of Company Common Stock), without interest thereon. The Company shall will give Parent the Buyer (i) prompt notice of any demand demands for appraisal filed pursuant to Section 262 of shares of Company Common Stockthe DGCL received by the Company, withdrawals of such demands and any other documents instruments served or instruments, delivered in each case, connection with such demands pursuant to the DGCL and received by the Company related to Section 262 or stockholder demands or claims thereunder. Prior to and (ii) the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, opportunity to participate in and direct all negotiations and proceedings with respect to demands under the DGCL consistent with the obligations of the Company thereunder. The Company will not, except with the prior written consent of the Buyer, (A) make any payments with respect to any such demandsdemand or (B) offer to settle or settle any such demand.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.1(c), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and each such Appraisal Shares Share shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.1(c), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to control all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of ParentParent (which shall not be unreasonably withheld, delayed or conditioned), make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders Table of Appraisal Shares Contents instead such holder shall be entitled to payment of the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding, that shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give serve prompt written notice to Parent prompt notice of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock2.01(a)(iii), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall automatically be canceled and shall cease to exist or be outstanding, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease to exist and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely for, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock2.01(a)(iii), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand written demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Appraisal Shares”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.7(a)(ii), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled, and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights or claims with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided262 of the DGCL. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.7(a)(ii), without any interest thereon. The Company shall give Parent prompt notice to Parent of any demand demands for appraisal of any shares of Company Common StockStock or written threats thereof, withdrawals of such demands and any other documents or instruments, in each case, instruments served pursuant to the DGCL received by the Company related Company, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in and control all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or negotiate, settle or offer to settlesettle or approve any withdrawal of, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are outstanding immediately before prior to the Effective Time and that are held by any Person person who is entitled to demand and has properly demanded demands statutory appraisal of such shares (“Appraisal Shares Shares”) pursuant to, and who has otherwise complied complies in all respects with, Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares shall be entitled to payment of the fair market 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 receive payment of fair market value under Section 262, 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, for the right to receive receive, Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon, upon surrender of the certificate formerly representing such shares. The Company shall give Parent serve prompt notice to Parent of any demand demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are Shares issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Shares (the "Appraisal Shares Shares") pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock4.1(a), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding, that shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock4.1(a), without interest thereoninterest. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of shares of Company Common Stockany Shares, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (the “Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding, that shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 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 forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands received by the Company for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“the "Appraisal Shares”") of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“"Section 262”") as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock2.6(a), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverthe Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock2.6(a), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of such demands and any other documents or instruments, in each case, instruments served pursuant to the Delaware Law received by the Company related Company, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (the “Section 262Appraisal Shares”) as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.7(a)(ii), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such shares in accordance with the provisions of Section 262 of the DGCL. At the Effective Time, the Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Appraisal Shares in accordance with the provisions of Section 262; provided262 of the DGCL. Notwithstanding the foregoing, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262262 of the DGCL or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 of the DGCL shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock3.7(a)(ii), without any interest thereon. The Company shall give Parent prompt notice to Parent of any demand demands for appraisal of any shares of Company Common StockStock or written threats thereof, withdrawals of such demands and any other documents or instruments, in each case, instruments served pursuant to the DGCL received by the Company related Company, and Parent shall have the right to Section 262 or stockholder demands or claims thereunderparticipate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, voluntarily make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything Company Common Shares or Company Preferred Shares that have not been voted for adoption of the Merger and with respect to which appraisal rights have been properly demanded in this Agreement accordance with Sections 1300 to 1313 of the contrary, shares CGCL (“Appraisal Dissenting Shares”) of Company Common Stock that are outstanding immediately before the Effective Time and that are held by any Person who is entitled to demand and has properly demanded appraisal of such Appraisal Shares pursuant to, and who has otherwise complied in all respects with, Section 262 of the DGCL (“Section 262”) as of such time shall not be converted into the right to receive any portion of the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock)at or after the Effective Time, but rather the and holders of Appraisal such Dissenting Shares shall be entitled to payment receive such consideration as may be determined to be due to any such holders of Dissenting Shares pursuant to Sections 1300 to 1313 of the fair value of such Appraisal Shares in accordance with Section 262CGCL; provided, however, that that, if any such holder shall fail to perfect withdraws his, her or otherwise shall waiveits demand for appraisal rights or becomes ineligible for appraisal rights, withdraw or lose the right to appraisal under Section 262then, 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 intoor the occurrence of such event, whichever later occurs, such holder’s Dissenting Shares shall cease to be Dissenting Shares and to have become exchangeable solely for, shall be converted into and represent the right to receive the Merger Consideration as provided in Section 2.01(c) accordance with Sections 2.13 and 2.14. Each holder of Dissenting Shares who pursuant to the provisions of Sections 1300-1313 of the CGCL becomes entitled to payment thereunder for such shares, shall receive payment therefore in accordance with Sections 1300-1313 of the CGCL (Conversion but only after the value of Company Common Stocksuch Dissenting Shares shall have been agreed upon or finally determined pursuant to the applicable provisions of CGCL), without interest thereon. The Company shall give Parent prompt notice to Parent of any demand for appraisal of shares of Company Common Stock, withdrawals of such demands and any other documents or instruments, in each case, received by the Company related for appraisal of any Company Common Shares or Company Preferred Shares, any withdrawals of such demands, and any other instruments received by the Company that relate to Section 262 or stockholder demands or claims thereunderany such demand for, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. Prior to Before the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”the "APPRAISAL SHARES") of Company Common Stock that are issued and outstanding immediately before prior to the Effective Time and that are held by any Person holder who is entitled to demand and has properly demanded demands appraisal of such Appraisal Shares shares pursuant to, and who has otherwise complied complies in all respects with, the provisions of Section 262 of the DGCL (“Section "SECTION 262”") as of such time shall not be converted into the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion of Company Common Stock2.08(c), but rather the holders of Appraisal Shares instead such holder shall be entitled to payment of the fair value of such Appraisal Shares shares in accordance with the provisions of Section 262; provided. At the Effective Time, howeverall Appraisal Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, that and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 or a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262, then the right of such holder to be paid the fair value of such holder’s 's Appraisal Shares under Section 262 shall cease and such Appraisal Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become exchangeable solely forbecome, the right to receive the Merger Consideration as provided in Section 2.01(c) (Conversion 2.08(c), without interest, upon surrender of the certificate formerly representing such shares of Company Common Stock), without interest thereon. The Company shall give Parent serve prompt notice to Parent of any demand demands for appraisal of any shares of Company Common Stock, withdrawals of and Parent shall have the opportunity to participate in and direct all negotiations and proceedings with respect to such demands and any other documents or instruments, in each case, received by the Company related to Section 262 or stockholder demands or claims thereunderdemands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or negotiate, settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall have the right, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands.