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 issued and outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”), shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with 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 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c). The Company shall provide prompt notice to Parent of any demands for appraisal of any shares of Company Common Stock pursuant to Section 262, 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 settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person a holder who is entitled to demand has not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly demands exercised appraisal rights of such shares pursuant tounder Section 607.1302 et seq. of the FBCA (the “Appraisal Rights”, and who complies in all respects with, Section 262 of such shares referred to collectively as the DGCL (“Section 262”), Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s Appraisal Rights) shall not be converted into the right to receive the Merger Common Stock Consideration or Fractional Share Consideration, as provided in Section 3.01(c), but instead such holder applicable. Such holders shall be entitled to payment of the fair value of receive such shares in accordance with Section 262. At the Effective Time, all Appraisal Shares shall no longer consideration as is determined to be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights due with respect thereto, except the right to receive the fair value of such shares Dissenting Shares in accordance with the provisions of Section 262. Notwithstanding the foregoingFBCA; 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 if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262Appraisal Rights, then the right of such holder to be paid such consideration as is determined to be due pursuant to Section 607.1302 et seq. of the fair value of such holder’s Appraisal Shares under Section 262 FBCA shall cease and each such Appraisal Share Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become, become exchangeable solely for the right to receive Merger receive, the applicable Common Stock Consideration or Fractional Share Consideration, without interest as provided in Section 3.01(c)interest. The Company shall provide Parent (a) prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock Stock, any withdrawal of any such demand and any other demand, notice, instrument delivered to the Company prior to the Effective Time pursuant to Section 262the FBCA that relate to such demand, and (b) Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to such demandsdemands and the exercise of Appraisal Rights under applicable Law. Prior to the Effective Time, the Company shall not, without Except with the prior written consent of Parent, make or to the extent required by applicable Law, the Company shall not take any action with respect to such demands (including making any payment with respect to, or offering to settle or offer to settlesettling or approving any withdrawal of, any such demands, or agree to do any of the foregoing).

Appraisal Rights. Notwithstanding anything in this Agreement Subject to the contrarylast sentence of this Section 3.02(f), shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior no Dissenting Stockholder shall be entitled to receive the Merger Consideration with respect to the Effective Time Dissenting Shares owned by such Dissenting Stockholder and that are held by any person who is each Dissenting Stockholder shall be entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, receive only the payment provided by Section 262 of the DGCL with respect to the Dissenting Shares owned by such Dissenting Stockholder and such Dissenting Stockholder shall cease to have any other rights with respect to such Dissenting Shares. The Company shall give Parent (“i) prompt notice and copies of any written demands for appraisal, actual, attempted or purported withdrawals of such demands, and any other instruments served pursuant to (or purportedly pursuant to) applicable Law that are received by the Company relating to the Company’s stockholders’ demands of appraisal and (ii) a reasonable opportunity to direct all negotiations and Proceedings with respect to any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262”)262(h) of the DGCL prior to the entry of judgment in the Proceedings regarding appraisal. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or deposit with respect to any demands for appraisals, offer to settle or settle any such demands or approve any withdrawal of any such demands, or agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall not be have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Merger Consideration as provided in Section 3.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with 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 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c). The Company shall provide prompt notice to Parent of any demands for appraisal of any shares of Company Common Stock pursuant to Section 262, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior Eligible Shares pursuant to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoingthis Article III.

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 prior to the First Merger Effective Time and that are held by any person Person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262Appraisal Shares”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c3.1(a)(i), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding canceled and shall automatically be cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except represent the right to receive only those rights provided under Section 262 of the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoingDGCL; provided, that if any such holder Person 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 262DGCL, then the right of such holder Person to be paid the fair value of such holder’s Appraisal Shares receive those rights under Section 262 of the DGCL shall cease and each such Appraisal Share Shares shall be deemed to have been converted as of the First Merger Effective Time into, and to have become, shall represent only the right to receive receive, the Merger Consideration without interest as provided in Section 3.01(c3.1(a)(i). , without interest thereon. (b) The Company shall provide give prompt notice to Parent of any demands received by the Company for appraisal of any shares Company Shares (as well as withdrawals of Company Common Stock such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights of appraisal in accordance with the provisions of Section 262262 of the DGCL), and Parent shall have the right to participate in and direct all negotiations and proceedings Actions with respect to such demands and the Company shall consider in good faith comments or suggestions proposed by Parent with respect to such demands. Prior to the First Merger Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands. Prior to the First Merger Effective Time, or agree to do any Parent shall not, except with the prior written consent of the foregoingCompany, require the Company to 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 Subject to the contrarylast sentence of this Section 4.2(f), shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior no Dissenting Stockholder shall be entitled to receive the Per Share Merger Consideration with respect to the Effective Time Dissenting Shares owned by such Dissenting Stockholder and that are held by any person who is each Dissenting Stockholder shall be entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, receive only the payment provided by Section 262 of the DGCL (“Section 262”), shall not be converted into with respect to the right to receive the Merger Consideration as provided in Section 3.01(c), but instead Dissenting Shares owned by such holder shall be entitled to payment of the fair value of Dissenting Stockholder and such shares in accordance with 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 Dissenting Stockholder shall cease to have any other 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c)Dissenting Shares. The Company shall provide give Parent prompt notice to Parent and copies of any written demands for appraisal appraisal, actual, attempted or purported withdrawals of such demands, and any shares of Company Common Stock other instruments served pursuant to Section 262, and (or purportedly pursuant to) applicable Law that are received by the Company relating to the holders of Shares’ demands of appraisal. Parent shall have the right to participate in and direct all negotiations and proceedings Proceedings with respect to such demands. Prior any demand for appraisal under the DGCL, including any determination to make any payment or deposit with respect to any of the Dissenting Stockholders with respect to any of their Dissenting Shares under Section 262(h) of the DGCL prior to the Effective Time, entry of judgment in the Proceedings regarding appraisal. The Company shall not, without except with the prior written consent of Parent, voluntarily make any payment or deposit with respect toto any demands for appraisals, offer to settle or settle any such demands or offer to settle, approve any withdrawal of any such demands, or agree agree, authorize or commit to do any of the foregoing. If any Dissenting Stockholder shall have effectively withdrawn or otherwise waived or lost the right under Section 262 of the DGCL with respect to any Dissenting Shares, such Dissenting Shares shall become Eligible Shares and thereupon converted into the right to receive the Per Share Merger Consideration with respect to such Shares pursuant to this Article IV.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person Person who is entitled to demand and properly demands appraisal of such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”), shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c), but instead such and shall entitle the holder shall be entitled only to payment of the fair value of for such shares Appraisal Shares in accordance with and to the extent provided by Section 262. At 262 of the DGCL; provided that if, after 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 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 262DGCL, 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 Share shall automatically be deemed to have been converted as of the Effective Time into, and to have become, become exchangeable solely for the right to receive receive, Merger Consideration without interest as provided in Section 3.01(c4.2(a). The Company shall provide prompt promptly serve notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262Stock, 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 settle or offer to settle, any such demands, or agree to do any of the foregoing. Any cash deposited with the Paying Agent pursuant to Section 4.3(a) with respect to shares of Company Common Stock that become Appraisal Shares shall be returned to Parent upon demand therefor.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person Person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262Appraisal Shares”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c2.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding canceled and shall automatically be cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except represent the right to receive only those rights provided under Section 262 of the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoingDGCL; provided, however, that if any such holder Person 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 262DGCL, then the right of such holder Person to be paid the fair value of such holder’s Appraisal Shares receive those rights under Section 262 of the DGCL shall cease and each such Appraisal Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, shall represent only the right to receive receive, the Merger Consideration without interest as provided in Section 3.01(c2.01(c). , without interest thereon. (b) The Company shall provide give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262, and Parent shall have the right to participate in and direct all negotiations and proceedings Actions 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 settle or offer to settlecompromise, any such demands, waive any failure to timely deliver a written demand for appraisal under the DGCL, approve any withdrawal of any such demands, or offer, propose or otherwise agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands or notices.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of any Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any person who is entitled as to demand and which the holders thereof have properly demands demanded appraisal of such shares pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Section 262Dissenting Shares”), ) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 3.01(c2.1(a), but instead unless and until such holder Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Company Shares shall be entitled treated as if they had been converted into and become exchangeable for the right to payment receive, as of the fair value of such shares in accordance with Section 262. At the Effective Time, all Appraisal the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Company Shares shall no longer not be outstanding and shall automatically be cancelled and shall cease to existdeemed Dissenting Shares, and each such holder of Appraisal Shares thereof shall cease to have any other rights with respect thereto, except the right to receive the fair value such Company Shares. Each holder of Dissenting Shares shall only be entitled to such shares in accordance consideration as may be due with the provisions of Section 262. Notwithstanding the foregoing, if any respect to such holder shall fail Dissenting Shares pursuant 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c)DGCL. The Company shall provide give Parent prompt notice to Parent of any demands for appraisal appraisal, attempted withdrawals of such demands, and any shares of Company Common Stock other instruments served pursuant to Section 262, applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights of appraisal and Parent shall have the right be entitled to participate in and direct all negotiations and proceedings with respect to such demandsany demand for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent, make any payment with respect toto any demands for appraisal, offer to settle or settle any such demands or offer to settle, approve any withdrawal of any such demands, or agree to do any of the foregoingexcept as required by applicable Law.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“the "Appraisal Shares”") of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands appraisal of such shares Appraisal Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”), the "Appraisal Provisions") shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c2.01(c), but instead such holder rather the holders of Appraisal Shares shall be entitled to payment of the fair value of such shares in accordance with 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 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 foregoingAppraisal Provisions; 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 if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262Appraisal Provisions, 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 Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, become exchangeable solely for the right to receive receive, Merger Consideration without interest as provided in Section 3.01(c2.01(c). The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262Stock, 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 settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“"Appraisal Shares”") of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands appraisal of such shares Appraisal Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“"Section 262”), ") shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c2.01(c), but instead such holder rather the holders of Appraisal Shares shall be entitled to payment of the fair market value of such shares Appraisal Shares in accordance with Section 262. At the Effective Time; provided, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existhowever, 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, that 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 Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, become exchangeable solely for the right to receive receive, the Merger Consideration without interest as provided in Section 3.01(c2.01(c) and in accordance with 2.04(d). The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262Stock, 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 settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person Person who is entitled to demand and properly demands appraisal of such shares Appraisal Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c2.08(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with Section 262. At instead, at the Effective Time, all the Appraisal Shares shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder the holders of Appraisal Shares shall cease to have any rights with respect thereto, thereto except the right to receive payment of the fair value of such shares Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, ; 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 if a court of competent jurisdiction shall determine that withdraw in accordance with Section 262 its demand for appraisal under Section 262 with respect to such holder is not entitled to the relief provided by Section 262Appraisal Shares, 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 Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, become exchangeable solely for the right to receive receive, the Merger Consideration without interest as provided in Section 3.01(c2.08(c), without interest. The Company shall provide give prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262Stock, and Parent shall have the right to participate in in, and direct all negotiations and proceedings 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 settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Offer Closing Time, Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person Person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262Appraisal Shares”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c2.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding canceled and shall automatically be cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except represent the right to receive only those rights provided under Section 262 of the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoingDGCL; provided, however, that if any such holder Person 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 262DGCL, then the right of such holder Person to be paid the fair value of such holder’s Appraisal Shares receive those rights under Section 262 of the DGCL shall cease and each such Appraisal Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, shall represent only the right to receive receive, the Merger Consideration without interest as provided in Section 3.01(c2.01(c). , without interest thereon. (b) The Company shall provide give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262, and Parent shall have the right to participate in and and, after the Effective Time, direct all negotiations and proceedings Actions 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), make any payment with respect to, or settle (or offer to settle), any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to 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 (“Appraisal Shares”) of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any person Person who is entitled to demand and properly demands appraisal of such shares Company Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262Appraisal Shares”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c4.1(a), but instead such holder rather the holders of Appraisal Shares shall be entitled to payment by the Surviving Corporation of the “fair value value” of such shares Appraisal Shares in accordance with and to the extent provided in Section 262. At 262 of the Effective TimeDGCL; provided, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existhowever, 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, that 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 the DGCL with respect to the relief provided by Section 262Appraisal Shares, then the right of such holder to be paid the fair value seek appraisal of such holder’s Appraisal Company Shares under Section 262 shall cease and each such Appraisal Share Company Shares shall be deemed to have been converted as of the Effective Time into, and to have becomebecome exchangeable solely for, the right to receive the Merger Consideration without interest as provided in Section 3.01(c4.1(a), without interest (and to the extent applicable, cash in lieu of fractional Parent Shares payable pursuant to Section 4.2(f) and/or any dividends or other distributions pursuant to Section 4.1(a)(C) or Section 4.2(d)). The Company shall provide give prompt notice notice, and in any event within two Business Days of receipt, to Parent of any demands received by the Company for appraisal of any shares Company Shares and any withdrawals of Company Common Stock pursuant to Section 262such demands, and Parent shall have the right to participate in and direct 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, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, to the contrary, shares (“Appraisal Shares”) extent that the provisions of Company Common Stock that Section 262 of the DGCL are issued and outstanding immediately or prior to the Effective Time and that may become applicable to the Merger, any shares of Company capital stock that, as of the Effective Time, are held by any person holders who is entitled to demand and properly demands have as of the Effective Time preserved appraisal of such shares pursuant to, and who complies in all respects with, rights under Section 262 of the DGCL with respect to such shares (“Section 262Dissenting Shares”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with 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 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, represent the right to receive Merger Consideration without interest in accordance with Section 1.8, and the holder or holders of such shares shall be entitled only to such rights as may be provided to such holder or holders pursuant to Section 262 of the DGCL; provided, however, that if such appraisal rights shall not be perfected or the holders of such shares shall otherwise lose their appraisal rights with respect to such shares, then, as of the later of the Effective Time or the time of the failure to perfect such status or the loss of such rights, such shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate or certificates representing such shares) the Merger Consideration in accordance with Section 3.01(c). The 1.8. (b) Company shall provide give Parent (i) prompt notice to Parent of any demands for appraisal of any written demand received by Company prior to the Effective Time to require Company to purchase shares of Company Common Stock capital stock pursuant to Section 262262 of the DGCL and of any other demand, notice or instrument delivered to Company prior to the Effective Time pursuant to the DGCL, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. Prior Company shall not make any payment or settlement offer prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment Time with respect to, or settle or offer to settle, any such demands, demand unless Parent shall have consented in writing to such payment or agree to do any of the foregoingsettlement offer.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by any person shareholders who is entitled to demand and properly demands appraisal did not vote in favor of such shares pursuant to, the Merger and who complies in comply with all respects with, the relevant provisions of Section 262 of the DGCL (“Section 262”), the "Dissenting Shareholders") shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 3.01(c(the "Dissenting Shares"), but instead unless and until the holder or holders thereof shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the DGCL. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such holder right, such holder's Shares shall thereupon be entitled converted into and become exchangeable for the right to payment receive, as of the fair value of such shares in accordance with 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 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration for each Share without any interest as provided in Section 3.01(c)thereon. The Company shall provide give the Bidder (i) prompt notice to Parent of any written demands for appraisal of any shares Shares, attempted withdrawals of Company Common Stock such demands and any other instruments served pursuant to Section 262the DGCL and received by the Company relating to shareholders' rights of appraisal, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demands. Prior to demands for appraisal under the Effective TimeDGCL; provided, however, the Company shall have the right to participate in any such negotiations and proceedings. The Company shall not, without except with the prior written consent of Parentthe Bidder, voluntarily make any payment with respect to, or settle or offer to settle, any such demandsdemand for payment. If any Dissenting Shareholder shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, or agree the Shares held by such Dissenting Shareholder shall thereupon be treated as though such Shares had been converted into the right to do any of receive the foregoingStandard Election Consideration pursuant to Section 2.1(b).

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any person a holder who is entitled to demand and properly demands appraisal has not voted in favor of such shares pursuant to, the Merger or consented thereto in writing and who complies in all respects with, shall have properly demanded and perfected appraisal rights under Section 262 of the DGCL (the “Section 262Dissenting Shares”), ) shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 3.01(c), but instead such holder shall be entitled to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to Section 262 of the fair value of such shares in accordance with Section 262. At the Effective TimeDGCL; provided, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existhowever, 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, that if any such holder shall fail have failed to perfect or shall have effectively withdrawn or otherwise shall waive, withdraw or lose the lost such holder’s right to appraisal and payment under Section 262 or if a court of competent jurisdiction shall determine that the DGCL, each such Share held by 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 Share shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time into, and to have becomeTime, the right to receive receive, without any interest thereon, the Merger Consideration without interest as provided in accordance with Section 3.01(c2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall provide give prompt notice to Parent of any written demands received by the Company for appraisal appraisals of any shares Shares, attempted withdrawals of Company Common Stock such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262262 of the DGCL, 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 except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect toto any demands for appraisals of Shares, offer to settle or settle any demands or offer to settle, approve any withdrawal of any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person a holder who is entitled to demand and properly demands appraisal has not voted in favor of such shares pursuant to, the Merger or consented thereto in writing and who complies in has complied with all respects with, of the relevant provisions of Section 262 of the DGCL Delaware Act regarding appraisal for such shares (“Section 262”), "DISSENTING SHARES") shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c)Consideration, but instead unless such holder fails to perfect or withdraws or otherwise loses its right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the fair appraised value of such shares held by him, her or it in accordance with Section 262. At 262 of the Delaware Act, unless such holder fails to perfect or withdraws or otherwise loses his, her or its right to appraisal, in which case such Company Common Stock shall be deemed to have converted into and represent, as of 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 cease to have any rights with respect thereto, except only 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided thereon, upon surrender of the Certificate or Certificates or affidavits of loss in Section 3.01(c). lieu thereof. (b) The Company shall provide give the Parent prompt written notice to Parent of any and all demands for appraisal rights, withdrawal of such demands and any shares of other communications delivered to the Company Common Stock pursuant to Section 262262 of the Delaware Act, and the Company shall give the Parent shall have the right opportunity, to the extent permitted by applicable Law, to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without Except with the prior written consent of the Parent, the Company shall not voluntarily make any payment with respect to, or to any demand for appraisal rights and shall not settle or offer to settle, settle any such demands, or agree to do any of the foregoingdemand.

Appraisal Rights. Notwithstanding anything in this Agreement to ----------------- the contrary, shares (“"Appraisal Shares”") of Company Common Stock and Series A ---------------- Preferred that are issued and outstanding immediately prior to the Effective Time and that are held by any person persons who is are entitled to demand and properly demands demand appraisal of such shares Appraisal Shares pursuant to, and who complies comply in all respects with, Section 262 of the DGCL (“"Section 262”), ") shall not (i) be converted into the right to receive ----------- the Merger Consideration as provided in Section 3.01(c2.01(c), in the case of such shares of the Company Common Stock, or (ii) remain outstanding, in the case of such shares of the Series A Preferred, but instead such holder rather the holders of Appraisal Shares shall be entitled to payment of the fair market value of such shares Appraisal Shares in accordance with Section 262. At the Effective Time; provided, all however, that if any holder of -------- ------- Appraisal Shares shall no longer be outstanding and shall automatically be cancelled 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 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 Share Shares shall be deemed to have treated as if they had been converted as of the Effective Time intointo the Merger Consideration, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c)2.01(c) in the case of the Company Common Stock, and shall remain outstanding, as provided in Section 2.01(d) in the case of the Series A Preferred. The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262Stock, 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 except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands appraisal of such shares Appraisal Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c2.01(c), but instead such holder rather the holders of Appraisal Shares shall be entitled to payment of the fair market value of such shares Appraisal Shares in accordance with Section 262. At the Effective Time; provided, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existhowever, 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, that if any such holder shall fail to perfect perfect, or otherwise shall waive, withdraw or lose 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 Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, become exchangeable solely for the right to receive receive, Merger Consideration without interest as provided in Section 3.01(c2.01(c). The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262Stock, 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 settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“"Appraisal Shares”") of Company Common Stock and Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands appraisal of such shares Appraisal Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“"Section 262”), ") shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c2.01(c), but instead such holder rather the holders of Appraisal Shares shall be entitled to payment of the fair value of such shares Appraisal Shares in accordance with Section 262. At the Effective Time; provided, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existhowever, 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, that 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 Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, become exchangeable solely for the right to receive receive, Merger Consideration without interest as provided in Section 3.01(c2.01(c). The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262or Company Preferred Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person Person who is entitled to demand and properly demands appraisal of such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”), shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c3.2(a), but instead such holder rather the holders of Appraisal Shares shall be entitled to payment of the fair value of such shares Appraisal Shares in accordance with Section 262. At 262 (and at the Effective Time, all such Appraisal Shares shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of Appraisal Shares such holders shall cease to have any rights right with respect thereto, except the right to receive the fair value of such shares Appraisal Shares in accordance with the provisions of Section 262. Notwithstanding the foregoing); 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 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 Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, become exchangeable solely for the right to receive receive, Merger Consideration without interest as provided in Section 3.01(c3.2(a). The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262Stock, 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 settle or offer to settle, any such demands, or agree to do any of the foregoing. Any portion of the Merger Consideration made available by the Paying Agent pursuant to Section 3.3(a) to pay for Appraisal Shares shall be returned to Parent upon demand.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) each share of Company Common Stock that are is issued and outstanding immediately prior to the Effective Time and that are is held by any person a Company Stockholder who is entitled has properly demanded and perfected such Company Stockholder’s appraisal rights and demanded to demand and properly demands appraisal be paid the fair value of such shares pursuant to, and who complies in all respects with, accordance with Section 262 of Delaware Law (collectively, the DGCL (“Section 262Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration as provided in cash pursuant to Section 3.01(c1.6(a), but instead such the holder thereof shall be entitled to payment of such rights as are granted by Delaware Law and the fair value Surviving Corporation shall make all payments to the holders of such shares Dissenting Shares with respect to such demands in accordance with Section 262. At Delaware Law; provided that if any such holder shall, prior to or after the Effective Time, all Appraisal Shares have failed to perfect or shall no longer be outstanding and shall automatically be cancelled and shall cease to existhave lost its appraisal right under Delaware Law, and each holder share 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 Company Common Stock held by 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 Share shall thereupon be deemed to have been converted into, as of the Effective Time intoTime, and to have become, solely the right to receive Merger Consideration without interest as provided in the cash pursuant to Section 3.01(c1.6(a). (b) The Company shall give Parent prompt notice of any demands received by the Company for appraisal, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law relating to stockholders’ rights of appraisal that are received by the Company prior to the Effective Time. The Company shall provide prompt notice to Parent of any demands for appraisal of any shares of Company Common Stock pursuant to Section 262, 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 except with the prior written consent of ParentParent and Merger Sub, make any payment with respect to, or settle settle, or offer to settle, or offer to make any payment to settle, any such demands or approve any withdrawal of any such demands. On and after the Effective Time, or agree the Parent shall conduct all negotiations and proceedings with respect to do any of the foregoingdemand for appraisal.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares No holder of Dissenting Shares (“Appraisal Shares”a "Dissenting Stockholder") of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person who is shall be entitled to demand any Merger Consideration or dividends or other distributions pursuant to Section 2.3 in respect of such Dissenting Shares unless and properly demands until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder's right to seek appraisal of such shares pursuant toits Dissenting Shares under the DGCL, and who complies in all respects with, any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL (“Section 262”)with respect to the Dissenting Shares owned by such Dissenting Stockholder. If any Person who otherwise would be deemed a Dissenting Stockholder shall have failed properly to perfect or shall have effectively withdrawn or lost the right to seek appraisal with respect to any Dissenting Shares, such Dissenting Shares shall not thereupon be treated as though such Dissenting Shares had been converted into the right to receive the Merger Consideration as provided in pursuant to Section 3.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with 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 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c)1.8. The Company shall provide give Parent (i) prompt notice to Parent of any written demands for appraisal appraisal, attempted withdrawals of such demands, and any shares of Company Common Stock other instruments served pursuant to Section 262, applicable Law received by the Company relating to stockholders' rights of appraisal and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemand for appraisal under the DGCL. 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 toto any demands for appraisals of Dissenting Shares, offer to settle or settle any such demands or offer to settle, approve any withdrawal of any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any person a holder who is entitled to demand and properly demands appraisal has not voted in favor of such shares pursuant to, the Merger or consented thereto in writing and who complies in all respects with, Section 262 shall have properly demanded and perfected appraisal rights under Sections 92A.300 through 92A.500 of the DGCL NRS (the “Section 262Dissenting Shares”), ) shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 3.01(c), applicable Per Common Share Amount but instead such holder shall be entitled to receive such payment of from the fair value of such shares in accordance with 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 cease to have any rights Surviving Corporation with respect theretoto such Dissenting Shares as shall be determined pursuant to the NRS; provided, except the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoinghowever, that if any such holder shall fail have failed to perfect or shall have effectively withdrawn or otherwise shall waive, withdraw or lose the lost such holder’s right to appraisal and payment under Section 262 or if a court of competent jurisdiction shall determine that the NRS, each such Share held by 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 Share shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time into, and to have becomeTime, the right to receive Merger Consideration receive, without any interest as provided thereon, the Per Common Share Amount in accordance with Section 3.01(c2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall provide give prompt notice to Parent of any written demands received by the Company for appraisal appraisals of any shares Shares and attempted withdrawals of Company Common Stock such demands and any other instruments served pursuant to Section 26292A.440 of the NRS and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 92A.320 of the NRS, 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 except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect toto any demands for appraisals of Shares, offer to settle or settle any demands or offer to settle, approve any withdrawal of any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person a holder who has not voted in favor of adoption of this Agreement or consented thereto in writing and is entitled to demand and properly demands an appraisal of such shares pursuant toin accordance with, and who complies in all respects with, Section 262 of the DGCL (any such shares being referred to as “Section 262Dissenting Shares”), shall not be converted into or represent the right to receive the Per Share Merger Consideration as provided in Section 3.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with Section 2623.01, and the holders thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL to a holder of Dissenting Shares, as applicable. At the Effective Time, all Appraisal the Dissenting Shares shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of Appraisal . (b) If any Dissenting Shares shall cease lose their status as such (through failure to have any rights with respect theretoperfect, except waiver by the right to receive the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoingholder, if any such holder shall fail to perfect withdrawal or otherwise shall waiveotherwise, withdraw or lose the right to appraisal under Section 262 or if a court of competent jurisdiction shall determine determines that such the holder is not entitled to the relief provided by Section 262262 of the DGCL), then then, as of 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 Share shall be deemed to have been converted as later of the Effective Time or the date of loss of such status, such shares shall be treated as if they had automatically been converted into, and to have becomebecome exchangeable for, the right to receive the Per Share Merger Consideration in accordance with Section 3.01, without interest as provided in Section 3.01(c). thereon, upon surrender of each Certificate representing such shares. (c) The Company shall provide give Acquiror prompt notice to Parent of (i) any demands written demand for appraisal of any shares of Company Common Stock pursuant to Section 262, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior DGCL received by the Company prior to the Effective Time, the and (ii) any withdrawal of any such demand. Acquiror shall have a reasonable opportunity to participate in negotiations and Actions with respect to any such demand for appraisal. The Company shall not, without except with the prior written consent of ParentAcquiror, make any payment with respect to, to any demands for appraisal or settle or offer to settle, settle any such demands, or agree to do any of the foregoingdemand.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person No Person who is entitled to demand and properly demands appraisal of such shares his Shares pursuant to, and who complies in all respects with, to Section 262 of the DGCL (“shall be entitled to receive the Per Share Merger Consideration with respect to the Shares owned by such Person unless and until such Person shall have effectively withdrawn such demand or otherwise lost such Person’s right to appraisal under the DGCL. Each Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262”)262 of the DGCL with respect to Shares owned by such Dissenting Stockholder. If, after the Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Excluded Shares shall not thereupon be treated as if they had been converted into the right to receive the Per Share Merger Consideration as provided in Section 3.01(c)Consideration, but instead such holder and the Surviving Corporation shall be entitled to remain liable for payment of the fair value of such shares in accordance with 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 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 Per Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c)for such Shares. The Company shall provide give Parent (i) prompt notice to Parent of any written demands for appraisal appraisal, attempted withdrawals of such demands, and any shares of Company Common Stock other instruments served pursuant to Section 262, applicable Law that are received by the Company relating to stockholders’ rights of appraisal and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under Section 262 of the DGCL. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of ParentParent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect toto any demands for appraisal, offer to settle or settle any such demands or offer to settle, approve any withdrawal of any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and the Shares outstanding immediately prior to the Effective Time and that are held by any person a holder who is entitled to demand and properly demands appraisal of for such shares pursuant to, Shares in accordance with and who complies in all respects with, with Section 262 of the DGCL (such Shares, the “Section 262Dissenting Shares”), shall ) will not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c), but instead and will entitle such holder shall only to the rights with respect to such Dissenting Shares as may be entitled to payment provided by Section 262 of the fair value DGCL, unless such holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal of such shares in accordance with Section 262holder’s Shares. At If, after 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 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 fails to perfect or otherwise shall waive, withdraw withdraws 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 loses such holder’s Appraisal Shares under Section 262 shall cease and right to appraisal, then each such Appraisal Dissenting Share shall will be deemed to have treated as if it had been converted as of the Effective Time into, and to have become, the into a right to receive the Merger Consideration without any interest as provided in thereon (less any amounts entitled to be deducted or withheld pursuant to Section 3.01(c2.7(f)). The Company shall provide will give Parent prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262Shares, and Parent shall will 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 will not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent will not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands, unless any such payment is made or settlement is effective following the Effective Time.

Appraisal Rights. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, any shares of Company Capital Stock for which, as of the Effective Time, the holder thereof has demanded an appraisal of their value in accordance with Section 262 of the Delaware General Corporation Law ("Dissenting Shares") shall not be converted into or represent the right to receive Parent Capital Stock in accordance with Section 1.5, and the holder or holders of such shares shall be entitled only to such rights as may be granted to such holder or holders in Section 262 of the Delaware General Corporation Law; provided, however, that if the status of any such shares as Dissenting Shares shall not be perfected in accordance with Section 262 of the Delaware General Corporation Law, or if any such shares shall lose their status as Dissenting Shares then, as of the later of the Effective Time or the time of the failure to perfect such status or the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate or certificates representing such shares) Parent Capital Stock in accordance with Section 1.5. (b) The Company shall give Parent (i) prompt notice of any written demand received by the Company at or prior to any meeting of the Company's stockholders pursuant to Section 5.2 hereof to require the Company to purchase Dissenting Shares pursuant to Section 262 of the Delaware General Corporation Law and of any other demand, notice or instrument delivered to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person who is entitled pursuant to demand and properly demands appraisal of such shares pursuant tothe Delaware General Corporation Law, and who complies in all respects with, Section 262 of (ii) the DGCL (“Section 262”), shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with 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 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c). The Company shall provide prompt notice to Parent of any demands for appraisal of any shares of Company Common Stock pursuant to Section 262, and Parent shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. Prior The Company shall not make any payment or settlement offer prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment Time with respect to, or settle or offer to settle, any such demands, demand unless Parent shall have consented in writing to such payment or agree to do any of the foregoingsettlement offer.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person Person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262Appraisal Shares”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c)2.1.3, but instead such holder shall be entitled to payment of the fair value of such shares in accordance with 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 cease to have any rights with respect thereto, except represent the right to receive only those rights provided under Section 262 of the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoingDGCL; provided, however, that if any such holder Person 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 262DGCL, then the right of such holder Person to be paid the fair value of such holder’s Appraisal Shares receive those rights under Section 262 of the DGCL shall cease and each such Appraisal Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, shall represent only the right to receive receive, the Merger Consideration without interest as provided in Section 3.01(c)2.1.3, without interest thereon. The Company shall provide give prompt notice to Parent and HoldCo of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262Stock, and Parent and HoldCo shall have the right to participate in in, and after the Offer Acceptance Time, direct all negotiations and proceedings Actions with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of ParentParent and HoldCo, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing. Prior to the Effective Time, HoldCo shall (and Parent shall cause HoldCo to) not, except with the prior written consent of the Company, require the Company to 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 (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person Person who is entitled to demand and properly demands appraisal of such shares Appraisal Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c1.07(c), but instead such holder the holders of Appraisal Shares shall be entitled to payment of the fair market value of such shares Appraisal Shares in accordance with 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 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, ; provided that 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 Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, become exchangeable solely for the right to receive receive, the Merger Consideration without interest as provided in Section 3.01(c1.07(c). The Company shall provide give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262, and Parent shall have the right to participate (as defined for this purpose in Section 5.09) in, and direct all negotiations and proceedings Proceedings with respect to 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 settle or offer to settle, any such demands, approve any withdrawal of any such demands or waive any failure to timely deliver a written demand for appraisal or otherwise to comply with the provisions under Section 262 of the DGCL or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to 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 (“Appraisal Shares”) of Company Common Stock any Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any person who is entitled as to demand and which the holders thereof have properly demands demanded appraisal of such shares pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Section 262Dissenting Shares”), ) shall not be converted into the right to receive the Per Share Merger Consideration unless and until such Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be treated as if they had been converted into and become exchangeable for the right to receive, as of the Effective Time, the Per Share Merger Consideration as provided in Section 3.01(c2.01(a), but instead after giving effect to any required Tax withholdings pursuant to Section 2.03(e), and such holder shall be entitled to payment of the fair value of such shares in accordance with Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existdeemed Dissenting Shares, and each such holder of Appraisal Shares thereof shall cease to have any other rights with respect thereto, except the right to such Shares. Each holder of Dissenting Shares shall be entitled to receive only 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 payment provided by Section 262, then 262 of the right of such holder DGCL with respect to be paid the fair value of Dissenting Shares owned by such holder’s Appraisal Shares under Section 262 shall cease and each such Appraisal Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c). The Company shall provide give Parent and US Parent prompt notice to Parent of any written demands for appraisal appraisal, attempted withdrawals of such demands and any shares of Company Common Stock other instruments served pursuant to Section 262, applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights of appraisal and Parent and US Parent shall have the right be entitled to participate in and direct all negotiations and proceedings with respect to such demandsany demand for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent and US Parent, make any payment with respect toto any demands for appraisal, offer to settle or settle any such demands or offer to settle, approve any withdrawal of any such demands, or agree to do any of the foregoingexcept as required by applicable Law.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and Shares outstanding immediately prior to the Effective Time and that are held by any person a holder who is entitled to demand and properly demands appraisal of such shares (“Dissenting Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (the “Section 262Appraisal Rights”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c), but instead such holder Offer Consideration. Such holders shall be entitled to payment of the fair value of receive such shares consideration as is determined to be due with respect to such Dissenting Shares in accordance with Section 262. At 262 of the Effective TimeDGCL; provided, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existhowever, 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, that 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 262Appraisal Rights, then the right of such holder to be paid the fair value of such holder’s Appraisal Shares under consideration as is determined to be due pursuant to Section 262 of the DGCL shall cease and each such Appraisal Share Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become, become exchangeable solely for the right to receive Merger Consideration receive, the Offer Consideration, without interest as provided in Section 3.01(c)and reduced by the amount of any withholding that is required under applicable Tax Law. The Company shall provide prompt notice promptly deliver to Parent notice of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262Shares, 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, not without the prior written consent of Parent, Parent make any payment with respect to, or offer to make any such payment or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person Person who is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262Appraisal Shares”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c2.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding canceled and shall automatically be cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except represent the right to receive only those rights provided under Section 262 of the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoingDGCL; provided, however, that if any such holder Person shall (i) fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or (ii) if 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 Person to be paid the fair value of such holder’s Appraisal Shares receive those rights under Section 262 of the DGCL shall cease and each such Appraisal Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, shall represent only the right to receive receive, the Merger Consideration without interest as provided in Section 3.01(c2.01(c). , without interest thereon. (b) The Company shall provide give prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock (and any withdrawals or attempted withdrawals of such demands) as well as copies of any instruments, notices or demands served pursuant to Section 262, and 262 of the DGCL. Parent shall have the right to participate in and and, after the Effective Time, direct all negotiations and proceedings Actions with respect to such demandsdemands and notices. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demandsdemands or notices of dissent, waive any failure to timely deliver a written demand for appraisal under the DGCL, approve any withdrawal of any such demands or propose or otherwise agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company (such consent not to be unreasonably withheld, delayed or conditioned), require the Company to make any payment with respect to any demands for appraisal or notices of dissent or offer to settle or settle any such demands or notices.

Appraisal Rights. Notwithstanding anything in this Agreement No Person who has perfected a demand for appraisal rights pursuant to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”), shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c), but instead such holder shall be entitled to receive shares of Parent Common Stock or cash in lieu of fractional shares thereof or any dividends or other distributions pursuant to this Article III unless and until the holder thereof shall have effectively withdrawn or lost such holder’s right to appraisal under the DGCL, and any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the fair value DGCL with respect to Shares owned by such Dissenting Stockholder. If any Dissenting Stockholder shall have effectively withdrawn or lost the right to dissent with respect to any Shares, such Shares shall thereupon be treated as though such Shares had been converted, as of such shares in accordance with 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 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c). The Company shall provide prompt notice to Parent of any demands for appraisal of any into shares of Company Parent Common Stock pursuant to Section 2623.2 of this Agreement. The Company shall give Parent (i) prompt notice of any written demands for appraisal, attempted withdrawals of such demands, and Parent shall have any other instruments served pursuant to applicable Law received by the right Company relating to stockholders’ rights of appraisal and (ii) the opportunity to, at Parent’s expense, participate in and direct all negotiations and proceedings with respect to such demandsdemand for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of ParentParent (such consent not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect toto any demands for appraisals, offer to settle or settle any such demands or offer to settle, approve any withdrawal of any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, any share of Company Common Stock that, as of the Effective Time, is held by a holder who is entitled to, and who has properly preserved, appraisal rights under Section 262 of the DGCL with respect to such share (each such share, an “Appraisal Share” and, collectively, the contrary, shares (“Appraisal Shares”) shall not be converted into or represent the right to receive the Per Share Consideration in accordance with Section 2.5(a)(iii), and the holder of such share shall be entitled only to such rights as may be granted to such holder pursuant to Section 262 of the DGCL with respect to such share; provided, however, that if such appraisal rights shall not be perfected or the holder of such share shall otherwise lose such holder’s appraisal rights with respect to such share, then, as of the later of the Effective Time or the time of the failure to perfect such rights or the loss of such rights, such share shall automatically be converted into and shall represent only the right to receive (upon the surrender of the Stock Certificate representing such share) the Per Share Consideration in accordance with Section 2.5(a)(iii). (b) The Company Common Stock that are issued and outstanding immediately shall give Parent (i) prompt notice of (A) any written demand received by the Company prior to the Effective Time and that are held by any person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of require the DGCL (“Section 262”), shall not be converted into the right Company to receive the Merger Consideration as provided in Section 3.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with 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 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c). The Company shall provide prompt notice to Parent of any demands for appraisal of any purchase shares of Company Common Stock pursuant to Section 262262 of the DGCL and (B) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. Prior to Without limiting the Effective Timegenerality of the foregoing, the Company shall not, without the prior written consent of Parent, not make any payment or settlement offer prior to the Effective Time with respect to, or settle or offer to settle, any such demands, demand unless Parent shall have consented in writing to such payment or agree to do any of the foregoingsettlement offer.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock and Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands appraisal of such shares Appraisal Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c2.01(c), but instead such holder rather the holders of Appraisal Shares shall be entitled to payment of the fair value of such shares Appraisal Shares in accordance with Section 262. At the Effective Time; provided, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existhowever, 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, that 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 Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, become exchangeable solely for the right to receive receive, Merger Consideration without interest as provided in Section 3.01(c)2.01(c) . The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262or Company Preferred Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) Shares of Company Common Stock that are issued have not been voted for adoption of this Agreement and outstanding immediately prior with respect to the Effective Time and that are held by any person who is entitled to demand and which appraisal has been properly demands appraisal of such shares pursuant to, and who complies demanded in all respects with, accordance with Section 262 of the DGCL (“Section 262Dissenting Shares”), shall ) will not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c), but instead such at or after the Effective Time unless and until the holder shall be entitled to payment of the fair value of such shares (a “Dissenting Stockholder”) withdraws such demand for such appraisal (in accordance with Section 262262(k) of the DGCL) or becomes ineligible for such appraisal. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each If a holder of Appraisal Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of withdraws such shares demand for appraisal (in accordance with Section 262(k) of the provisions DGCL) or becomes ineligible for such appraisal, then, as of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect Effective Time 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 occurrence of such holder to be paid the fair value event, whichever last occurs, each of such holder’s Appraisal Dissenting Shares under Section 262 shall will cease to be a Dissenting Share and each such Appraisal Share shall will be deemed to have been converted as of the Effective Time into, into and to have become, represent the right to receive the Merger Consideration Consideration, without interest as provided in Section 3.01(c)thereon. The Company shall provide give Parent prompt notice to Parent of any demands for appraisal appraisal, attempted withdrawals of such demands and any shares other instruments received by the Company relating to stockholders’ rights of Company Common Stock pursuant to Section 262appraisal, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demandsdemands except as required by applicable Law. Prior to the Effective Time, the The Company shall not, without the except with prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree unless and to the extent required to do any of the foregoingso under applicable Law.

Appraisal Rights. Notwithstanding anything to the contrary in this Agreement Agreement, to the contrary, shares (“Appraisal Shares”) extent that holders of Company Common Stock are entitled to appraisal rights under Section 607.1302 of the FBCA, Dissenting Common Shares that are issued and outstanding immediately prior to as of the Effective Time and that are held by any person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”), shall will not be converted into the right to receive the Merger Consideration as provided consideration payable in Section 3.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with 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 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c). The Company shall provide prompt notice to Parent of any demands for appraisal of any shares of Company Common Stock pursuant to Section 2623.1 hereof unless and until the holder shall have failed to perfect, and or shall have effectively withdrawn or lost, his, her or its right to dissent from the Merger under the FBCA. The holder of any Dissenting Common Share shall be treated in accordance with Section 607.1322 of the FBCA and, as applicable, shall be entitled only to such rights as may be granted to such holder pursuant to Section 607.1322 of the FBCA with respect thereto. Parent shall have be given a reasonable opportunity to review and comment on all notices or other communications to be sent to holders of Dissenting Common Shares and all such notices and other communications shall be reasonably satisfactory to Parent. The Company will give Parent (a) prompt notice of any notice or demands for appraisal or payment for shares of Company Common Stock, any withdrawal of demand for payment and any other similar instruments received by the right Company and (b) the opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemands or notices at Parent’s cost and expense. Prior to the Effective Time, the The Company shall will not, without the prior written consent of Parent, settle, offer to settle or otherwise negotiate, any such demands or notices or make or offer to make any payment in respect of any such demands or notices. Parent will pay any consideration as may be determined to be due with respect to, or settle or offer to settle, any such demands, or agree Dissenting Common Shares pursuant to do any and subject to the requirements of the foregoingapplicable Law.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) Shares of Company Common Stock that are issued have not been voted for adoption of this Agreement and outstanding immediately prior with respect to the Effective Time and that are held by any person who is entitled to demand and which appraisal has been properly demands appraisal of such shares pursuant to, and who complies demanded in all respects with, accordance with Section 262 of the DGCL (“Section 262”), shall "Dissenting Shares") will not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c), but instead such at or after the Effective Time unless and until the holder shall be entitled to payment of the fair value of such shares (a "Dissenting Stockholder") withdraws such demand for such appraisal (in accordance with Section 262262(k) of the DGCL) or becomes ineligible for such appraisal. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each If a holder of Appraisal Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of withdraws such shares demand for appraisal (in accordance with Section 262(k) of the provisions DGCL) or becomes ineligible for such appraisal, then, as of Section 262. Notwithstanding the foregoing, if any such holder shall fail to perfect Effective Time 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 occurrence of such holder to be paid the fair value event, whichever last occurs, each of such holder’s Appraisal 's Dissenting Shares under Section 262 shall will cease to be a Dissenting Share and each such Appraisal Share shall will be deemed to have been converted as of the Effective Time into, into and to have become, represent the right to receive the Merger Consideration Consideration, without interest as provided in Section 3.01(c)thereon. The Company shall provide give Parent prompt notice to Parent of any demands for appraisal appraisal, attempted withdrawals of such demands and any shares other instruments received by the Company relating to stockholders' rights of Company Common Stock pursuant to Section 262appraisal, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demandsdemands except as required by applicable Law. Prior to the Effective Time, the The Company shall not, without the except with prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree unless and to the extent required to do any of the foregoingso under applicable Law.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) if appraisal rights are available under Section 262 of Company Common Stock the DGCL in respect of the Merger, then Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by any person stockholders who is entitled to demand have demanded and properly perfected their demands for appraisal of such shares pursuant to, Shares in the time and who complies manner provided in all respects with, Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Section 262Dissenting Shares”), shall not be converted as described in Section 3.1 hereof, but shall, by virtue of the Merger, be entitled to only such rights as are granted by Section 262 of the DGCL; provided, that if such holder shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, such holder’s Shares shall thereupon be deemed to have been converted, at the Effective Time, as described in Section 3.1, into the right to receive the Per Share Merger Consideration as provided in Section 3.01(c)Consideration, but instead such holder shall be entitled to payment without any interest thereon, and without any action on the part of the fair value of such shares in accordance with 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 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c). The Company shall provide give Parent (a) prompt notice to Parent of any written demands for appraisal of any shares Shares, attempted withdrawals of Company Common Stock such demands and any other instruments served pursuant to Section 262, the DGCL and Parent shall have received by the right Company relating to stockholders’ rights of appraisal and (b) the opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, make any payment with respect to, to any demand for payment with respect to any Dissenting Shares or settle (or offer to settle, ) any such demandsdemand, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of any Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are Shares held by any person who is entitled to demand and a holder thereof that: (a) has not voted in favor of the Merger or consented thereto in writing; and (b) has properly demands demanded the appraisal of such shares pursuant toin accordance with, and who complies has complied in all respects with, Section 262 of the DGCL (and shall have not properly revoked such demand) prior to the Effective Time, (collectively, the “Section 262Dissenting Shares”), ) shall not be converted as described in Section 3.1(b), but will from and after the Effective Time constitute only the right to receive payment of the fair value of such Company Shares in accordance with the provisions of Section 262 of the DGCL (the “Appraisal Rights Provisions”); provided, however, that all Company Shares held by holders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Company Shares under the Appraisal Rights Provisions shall thereupon be deemed to have been cancelled and to have been converted, as of the Effective Time, into the right to receive the Merger Consideration as Consideration, without interest, in the manner provided in Section 3.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with 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 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c)3.1. The Company shall provide prompt notice to promptly notify the Parent in writing of any demands received by the Company for the exercise of appraisal rights with respect to Company Shares, withdrawals of any shares of Company Common Stock such demands and all other instruments served or actions taken pursuant to Section 262the DGCL and received by the Company with respect to Appraisal Rights Provisions (collectively, “Appraisal Demand Notices”), and the Parent shall have the right to participate in direct and direct control all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of the Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, to the contrary, shares (“Appraisal Shares”) extent that the provisions of Company Common Stock that Section 262 of the DGCL are issued and outstanding immediately or prior to the Effective Time and that may become applicable to the Merger, any shares of Company capital stock that, as of the Effective Time, are held by any person holders who is entitled to demand and properly demands have as of the Effective Time preserved appraisal of such shares pursuant to, and who complies in all respects with, rights under Section 262 of the DGCL with respect to such shares (“Section 262Dissenting Shares”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with 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 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, represent the right to receive Merger Consideration without interest in accordance with Section 1.8, and the holder or holders of such shares shall be entitled only to such rights as may be provided to such holder or holders pursuant to Section 262 of the DGCL; provided, however, that if such appraisal rights shall not be perfected or the holders of such shares shall otherwise lose their appraisal rights with respect to such shares, then, as of the later of the Effective Time or the time of the failure to perfect such status or the loss of such rights, such shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate or certificates representing such shares) the Merger Consideration in accordance with Section 3.01(c). The 1.8. (b) Company shall provide give Eastern (i) prompt notice to Parent of any demands for appraisal of any written demand received by Company prior to the Effective Time to require Company to purchase shares of Company Common Stock capital stock pursuant to Section 262262 of the DGCL and of any other demand, notice or instrument delivered to Company prior to the Effective Time pursuant to the DGCL, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. Prior Company shall not make any payment or settlement offer prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment Time with respect to, or settle or offer to settle, any such demands, demand unless Eastern shall have consented in writing to such payment or agree to do any of the foregoingsettlement offer.

Appraisal Rights. (a) The Company shall comply with all requirements of Section 262 of the DGCL and shall keep Parent promptly informed of all matters relating thereto. (b) Notwithstanding anything in this Agreement to the contrarycontrary but only to the extent required by the DGCL, any shares (“Appraisal Shares”) of Company Common Capital Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person holder who has not voted in favor of the Merger and is otherwise entitled to demand and properly demands appraisal of such shares pursuant todemand, and who complies properly demands, to receive payment of the fair value for such shares of Company Capital Stock in all respects with, accordance with Section 262 of the DGCL (such shares, “Section 262Dissenting Shares”), ) shall not be converted pursuant to Section 2.6 into the right to receive the Merger Consideration as provided in Section 3.01(c), but instead unless such holder shall be entitled fails to perfect or otherwise effectively withdraws or loses such holder’s right to receive payment of the fair value of such shares in accordance with Section 262Dissenting Shares. At If, after 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 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 fails to perfect or otherwise shall waive, withdraw or lose the loses its right to appraisal under Section 262 demand or if a court receive such payment, such shares 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 Share Company Capital Stock shall be deemed to have treated as if they had been converted as of the Effective Time into, and to have become, into the right to receive Merger Consideration Consideration, without interest as provided in thereon, pursuant to Section 3.01(c). 2.6. (c) The Company shall provide give Parent (i) prompt notice to Parent and a copy of any demands notice of a Stockholder’s demand for appraisal payment or objection to the Merger, of any shares request to withdraw a demand for payment and of Company Common Stock any other instrument delivered to it pursuant to Section 262, 262 of the DGCL and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demands, objections and requests. Prior to the Effective Time, the Company shall not, without Except with the prior written consent of Parent, the Company shall not make any payment with respect toto any such demands, or objections and requests and shall not settle (or offer to settle, ) any such demands, objections and requests or agree to do approve any withdrawal of the foregoingsame.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and the Shares outstanding immediately prior to the Effective Time and that are held by any person a holder who is entitled to demand and properly demands appraisal of for such shares pursuant to, Shares in accordance with and who complies in all respects with, with Section 262 of the DGCL (such Shares, the “Section 262Dissenting Shares”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c), but instead and shall entitle such holder shall only to the rights with respect to such Dissenting Shares as may be entitled to payment provided by Section 262 of the fair value DGCL, unless such holder fails to perfect or properly withdraws or otherwise loses such holder’s right to appraisal of such shares in accordance with Section 262holder’s Shares. At If, after 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 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 fails to perfect or otherwise shall waive, withdraw properly withdraws 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 loses such holder’s Appraisal Shares under Section 262 shall cease and right to appraisal, then each such Appraisal Dissenting Share shall be deemed to have treated as if it had been converted as of the Effective Time into, and to have become, the into a right to receive the Merger Consideration without any interest as provided in thereon (less any amounts entitled to be deducted or withheld pursuant to Section 3.01(c2.7(f)). The Company shall provide give Parent prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262Shares, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior Except pursuant to the Effective Timeapplicable Legal Requirements, the Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or negotiate regarding or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands, unless any such payment is made or settlement is effective following the Effective Time.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Dissent Shares”) of Company Common Stock and Preferred Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand dissent from and properly demands appraisal of such shares dissents from this Agreement pursuant to, and who complies in all respects with, Section 262 of the DGCL DGCL, in each case to the extent applicable (the “Section 262Appraisal Statute”), shall not be converted into a right to receive the Common Share Price or Preferred Share Price, as applicable, but rather the holders of Dissent Shares shall be entitled to the right to receive the Merger Consideration as provided in Section 3.01(c), but instead such holder shall be entitled to payment of the fair cash value of such shares in accordance with Section 262. At the Effective Time, all Appraisal Dissent Shares shall no longer be outstanding and shall automatically be cancelled 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 shares in accordance with the provisions of Section 262. Notwithstanding the foregoingAppraisal 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 fair cash value under Section 262 or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262Appraisal Statute, then the right of such holder to be paid the fair cash value of such holder’s Appraisal Dissent Shares under Section 262 shall cease and each such Appraisal Share Dissent Shares shall be deemed to have been converted as of the Effective Time into, and to have becomebecome exchangeable solely for, the right to receive Merger Consideration the Common Share Price or Preferred Share Price, as applicable, without interest interest, less any required withholding taxes, as provided in Section 3.01(c)2.02. The Company shall provide give prompt notice to Parent Buyer of any objections or demands received by the Company for appraisal of any shares of Company Common Stock or Preferred Stock pursuant to Section 262the Appraisal Statute, and Parent Buyer shall have the right to participate in and direct all negotiations and proceedings with respect to such objections or demands. Prior to Neither the Effective TimeCompany, nor the Company shall notSurviving Corporation shall, without the prior written consent of ParentBuyer, make any payment with respect to, or settle or offer to settle, any such objections or demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and (including Book-Entry Shares) outstanding immediately prior to the Effective Time and that are held by any person a holder who is entitled to demand has not voted in favor of the Merger or consented thereto in writing and properly demands who has demanded appraisal of for such shares pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (such shares of Company Common Stock with respect to which appraisal rights have been perfected and not withdrawn in accordance with Section 262 of the DGCL, the “Section 262Dissenting Shares”), shall not be converted into into, or represent the right to receive receive, the Merger Consideration as provided in Section 3.01(c), but instead such holder Consideration. Such stockholders shall be entitled to receive, subject to and net of any applicable withholding of Taxes, payment of the fair appraised value of such shares in accordance with Section 262. At the Effective Time, all Appraisal Dissenting Shares shall no longer be outstanding and shall automatically be cancelled 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 shares held by them in accordance with the provisions of Section 262. Notwithstanding 262 of the foregoingDGCL, if any such holder except that all Dissenting Shares held by stockholders who shall fail have failed to perfect or otherwise who shall waive, withdraw have effectively withdrawn or lose the right lost their rights 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 Dissenting Shares under Section 262 of the DGCL shall cease and each such Appraisal Share shall thereupon be deemed to have been converted as of the Effective Time into, and to have becomebecome exchangeable for, as of the Effective Time, the right to receive the Merger Consideration Consideration, without any interest as thereon, upon surrender, in the manner provided in Section 3.01(c). 3.2, of such Dissenting Shares. (b) The Company shall provide give Parent prompt notice to Parent of of, together with copies of, any demands for appraisal received by the Company, withdrawals of such demands, and any shares of other instruments served on or otherwise received by the Company Common Stock pursuant to Section 262, and the DGCL. Parent shall have the exclusive right to participate in direct and direct control all negotiations and proceedings with respect to any and all such demandsdemands for appraisal. Prior to Without limiting, and in furtherance of, the Effective Timeforegoing, the Company shall not, without except with the prior written consent of Parent, (i) make any payment with respect toto any such demands for appraisal, or (ii) offer to settle or offer to settle, otherwise settle any such demands, demands or agree (iii) waive any failure to do properly make or effect any of such demand for appraisal or other action required to perfect appraisal rights in accordance with the foregoingDGCL.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, any shares (“Appraisal Shares”) of Company Common Capital Stock that are issued and outstanding immediately prior to the First Effective Time and that are held by any person a holder who is entitled to demand has properly demanded and properly demands not effectively withdrawn or lost such holder’s appraisal of rights for such shares pursuant to, and who complies in all respects with, Section 262 of under the DGCL or other similar rights (if any) under applicable law (collectively, the “Section 262Dissenting Shares”), shall not be converted into or represent a right to receive a portion of the consideration as set forth in Section 2.1, but the holder thereof shall only be entitled to such rights as are provided by the DGCL or other applicable law (if any). (b) Notwithstanding the provisions of Section 2.4(a) hereof, if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) such holder’s appraisal rights with respect to such shares under the DGCL (and/or any other similar rights under other applicable law (if any such other rights have been purportedly invoked)), then, as of the later of the First Effective Time and the occurrence of such event, such shares shall automatically be converted into and represent only the right to receive the Merger Consideration as provided consideration set forth in Section 3.01(c), but instead such holder shall be entitled to payment 2.1 upon surrender of the fair value certificate(s) formerly representing such shares. (c) Prior to the Closing Date, the Company shall give Parent (i) prompt notice of such shares in accordance with Section 262. At any written demand for appraisal received by the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease Company pursuant 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 shares in accordance with the applicable 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 DGCL (and each such Appraisal Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c). The Company shall provide prompt notice to Parent of any demands for appraisal of any shares of Company Common Stock pursuant to Section 262, similar demand purportedly made under other applicable law) and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective TimeClosing Date, the Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or settle to any such demands or offer to settlesettle or settle any such demands other than as required by law or pursuant to a final court order. Prior to the Closing Date, any written communication to be made by the Company to any Stockholder with respect to such demandsdemands shall be submitted to Parent in advance, and the Company shall consider in good faith any input from Parent with regards to such written communication. Notwithstanding the foregoing, to the extent that Parent, the First Surviving Corporation or agree the Second Surviving Corporation makes any payment or payments to do any holders of Dissenting Shares pursuant to Section 262(i) of the foregoingDGCL in excess of the consideration that otherwise would have been payable in respect of such shares in accordance with this Agreement (the “Excess Dissenting Share Payments”), Parent shall be entitled to recover the amount of such Excess Dissenting Share Payments in accordance with the terms of Article VIII hereof.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“"Appraisal Shares”") of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands appraisal of such shares Appraisal Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“"Section 262”), ") shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c2.01(c), but instead such holder rather the holders of Appraisal Shares shall be entitled to payment of the fair value of such shares Appraisal Shares in accordance with Section 262. At the Effective Time; provided, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existhowever, 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, that 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 Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, become exchangeable solely for the right to receive receive, Merger Consideration without interest as provided in Section 3.01(c2.01(c). The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock Stock, any withdrawals of such demands, and any other instruments served pursuant to Section 262the DGCL received by the Company, 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 settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to None of the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time Time, the holder of which has (i) neither voted in favor of the Merger or consented thereto in writing pursuant to Section 228 of the DGCL and that are held by any person who is entitled (ii) demanded such holder’s right to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (each such share, a “Section 262Company Dissenting Share”), shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 3.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with Section 262Consideration. At the Effective Time, all Appraisal Company Dissenting Shares shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, exist and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except represent the right to receive only those rights provided under the fair value DGCL. If, after the Effective Time, any holder of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoinga Company Dissenting Share withdraws, if any such holder shall fail loses or fails to perfect or otherwise such holder’s rights to appraisal, such Company Dissenting Share shall waivebe treated as if such Company Dissenting Share had been converted, withdraw or lose as of the right Effective Time, into the Per Share Merger Consideration. Holders of Company Dissenting Shares shall be entitled only to those rights granted under Section 262 of the DGCL. The Company shall promptly notify Parent upon receipt of any written demands for 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 DGCL and any withdrawals of such holder to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and each such Appraisal Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c). The Company shall provide prompt notice to Parent of any demands for appraisal of any shares of Company Common Stock pursuant to Section 262, 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 except with the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and who properly demands appraisal of such shares Appraisal Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c2.2(a), but instead such holder rather the holders of Appraisal Shares shall be entitled to payment of be paid the fair value of such shares Appraisal Shares in accordance with Section 262. At the Effective Time; provided, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existhowever, 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, that 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 Share Shares shall be deemed to have been cancelled and converted as of the Effective Time into, and to have become, into the right to receive the Merger Consideration without interest as provided in Section 3.01(c2.2(a), without interest. The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262and attempted withdrawals of such demands, and Parent shall have the right to participate in and direct 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, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything in any provisions of this Agreement to the contrary, any shares (“Appraisal Shares”) of Company Common Stock that are issued held by a holder who has exercised such holder's appraisal rights in accordance with the DGCL and outstanding immediately prior to who, as of the Effective Time and that are held by any person who is entitled to demand and properly demands Time, has not effectively withdrawn or lost such appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL rights (“Section 262”"Dissenting Shares"), shall not be converted into or represent a right to receive the consideration described in Section 3.1, but the holder of the Dissenting Shares shall only be entitled to such rights as are granted by the DGCL. (b) Notwithstanding the provisions of subsection (a) above, if any holder of shares of Company Stock who demands appraisal rights with respect to such shares shall effectively withdraw or lose (through the failure to perfect or otherwise) such holder's appraisal rights under the DGCL, then, as of the Effective Time or the occurrence of such event, such holder's shares shall automatically be converted into and represents only the right to receive the Merger Consideration as provided consideration described in Section 3.01(c)3.1, but instead such holder shall be entitled subject in any event to payment of the fair value of such shares in accordance with 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 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c). 3.4. (c) The Company shall provide give Acquiror (i) prompt written notice to Parent of any written demands for appraisal of payment with respect to any shares of Company Common Stock pursuant to Section 262appraisal rights, and Parent shall have any withdrawals of such demands or losses of such rights, and any other instruments served pursuant to the right DGCL, and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal rights. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of ParentAcquiror, voluntarily make any payment with respect to, or settle to demands for appraisal rights or offer to settle, settle or settle any such demands. Acquiror shall assist the Company in the preparation and delivery of any and all notices, documents, information or agree instruments required by law to do any be delivered to stockholders of the foregoingCompany in connection with the provisions of the DGCL.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of the Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person a holder who is entitled has not voted to adopt this Agreement or consented thereto in writing and has the right to demand and has properly demands demanded payment for and an appraisal of such shares pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“Section 262”), ) shall not be converted into the right to receive the applicable Per Share Merger Consideration as provided in Section 3.01(c2.01(c), but instead such holder rather the holders of Appraisal Shares shall be entitled to payment of the fair market value of such shares Appraisal Shares in accordance with Section 262. At the Effective Time; provided, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existhowever, 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, 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 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 Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, become exchangeable solely for the right to receive receive, without interest thereon, the applicable Per Share Merger Consideration without interest as provided in Section 3.01(c2.01(c). The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of the Company Common Stock pursuant to Section 262Stock, 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, in its sole discretion, make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any person a holder who is entitled to demand and properly demands appraisal has not voted in favor of such shares pursuant to, the Merger or consented thereto in writing and who complies in all respects with, shall have properly demanded and perfected appraisal rights under Section 262 of the DGCL (the “Section 262Dissenting Shares”), ) shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 3.01(c), but instead such holder shall be entitled to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to Section 262 of the fair value of such shares in accordance with Section 262. At the Effective TimeDGCL; provided, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existhowever, 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, that if any such holder shall fail have failed to perfect or shall have effectively withdrawn or otherwise shall waive, withdraw or lose the lost such holder’s right to appraisal and payment under Section 262 or if a court of competent jurisdiction shall determine that the DGCL, each such Share held by 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 Share shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time into, and to have becomeTime, the right to receive receive, without any interest thereon, the Merger Consideration without interest as provided in accordance with Section 3.01(c2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall provide give prompt notice to Parent of any written demands received by the Company for appraisal appraisals of any shares Shares, attempted withdrawals of Company Common Stock such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262262 of the DGCL, 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 except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect toto any demands for appraisals of Shares, offer to settle or settle any demands (or offer to settle, any litigation relating thereto) or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) each share of Company Common Stock that are is issued and outstanding immediately prior to the Effective Time and that are is held by any person a Company Stockholder who is entitled has properly demanded and perfected such Company Stockholder’s appraisal rights and demanded to demand and properly demands appraisal be paid the fair value of such shares pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL Delaware Law (collectively, the “Section 262Dissenting Shares”), shall not be converted into the right to receive the Merger Consideration as provided in cash pursuant to Section 3.01(c1.6(a), but instead such the holder thereof shall be entitled to payment of such rights as are granted by the fair value Delaware Law and the Surviving Corporation shall make all payments to the holders of such shares Dissenting Shares with respect to such demands in accordance with Section 262. At the Delaware Law; provided that if any such holder shall, prior to or after the Effective Time, all Appraisal Shares have failed to perfect or shall no longer be outstanding and shall automatically be cancelled and shall cease to existhave effectively withdrawn or lost its appraisal right under the Delaware Law, and each holder share 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 Company Common Stock held by 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 Share shall thereupon be deemed to have been converted into, as of the Effective Time intoTime, and to have become, solely the right to receive Merger Consideration without interest as provided in the cash pursuant to Section 3.01(c1.6(a). . (b) The Company shall provide give Parent (i) prompt written notice to Parent of any demands received by the Company for appraisal appraisal, attempted withdrawals of such demands, and any shares of Company Common Stock other instruments served pursuant to Section 262, applicable Law that are received by the Company relating to stockholders’ rights of appraisal and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsany demand for appraisal under the Delaware Law. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of ParentParent and Merger Sub, make any payment with respect to, or settle settle, or offer to settle, or offer to make any payment to settle, any such demands or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, but only to the extent required by DGCL, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands appraisal of such shares ("Appraisal Shares") in connection with the Merger pursuant to, and who complies in all respects with, Section 262 of the DGCL (“"Section 262”), ") shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c2.01(c), but instead such holder rather the holders of Appraisal Shares shall be entitled to payment of the fair value of such shares in accordance with consideration as may be determined to be due to such dissenting stockholders pursuant to Section 262. At the Effective Time; provided, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existhowever, 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, that 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 Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, become exchangeable solely for the right to receive receive, the Merger Consideration without interest as provided in Section 3.01(c2.01(c). The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262Stock, 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 settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held owned by any person a holder who is entitled to demand and has properly demands demanded appraisal of for such shares pursuant toin accordance with, and who complies in all respects with, Section 262 1302 et seq. of the DGCL FBCA (such shares, “Section 262Dissenting Shares”), ) shall not be converted into the right to receive the Merger Consideration as provided consideration set forth in Section 3.01(c3.01(a), but and shall instead entitle the holder thereof only to such rights as are provided such holder shall be entitled to payment by Section 1302 et. seq. of the fair value of such shares in accordance with Section 262FBCA. 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 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 If any such holder shall fail fails to perfect or otherwise shall waivewaives, withdraw withdraws or lose the loses such holder’s right to appraisal under Section 262 or if a court 1302 et seq. of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262FBCA, then the right of such holder shares shall cease to be paid the fair value of such holder’s Appraisal Dissenting Shares under Section 262 shall cease and each such Appraisal Share shall be deemed to have been converted converted, as of the Effective Time intoTime, into and to have become, shall be exchangeable solely for the right to receive Merger Consideration without interest as provided the consideration set forth in Section 3.01(c). The 3.01(a) in accordance with this ARTICLE III. (b) Prior to the Closing, the Company shall provide give IAC (i) prompt notice to Parent of any demands for appraisal received by the Company and any withdrawals of any shares of Company Common Stock pursuant to Section 262such demands, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the FBCA. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of ParentIAC (which consent shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to, or settle to any demands for appraisal or offer to settle, settle or settle any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person Person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262Appraisal Shares”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c2.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding canceled and shall automatically be cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except represent the right to receive only those rights provided under Section 262 of the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoingDGCL; provided, however, that if any such holder Person 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 262DGCL, then the right of such holder Person to be paid the fair value of such holder’s Appraisal Shares receive those rights under Section 262 of the DGCL shall cease and each such Appraisal Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, shall represent only the right to receive right to receive, the Merger Consideration without interest as provided in Section 3.01(c2.01(c). , without interest thereon. (b) The Company shall provide give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock (as well as attempted withdrawals of such demands and any other instruments served pursuant to Section 262the DGCL that are received by the Company relating to stockholders’ rights of appraisal), and Parent shall have the right to participate in in, and after the Effective Time, direct all negotiations and proceedings Actions 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 settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, shares (“Appraisal Shares”) any share of Company Common Stock that, as of the Effective Time, is held by a holder who has, as of the Effective Time, preserved such holder’s appraisal rights under Section 262 of the DGCL with respect to such share shall not be converted into or represent the right to receive the Per Share Consideration in accordance with Section 2.5(a)(iii), and the holder of such share shall be entitled only to such rights as may be granted to such holder pursuant to Section 262 of the DGCL with respect to such share; provided, however, that are issued if such appraisal rights shall not be perfected or the holder of such share shall otherwise lose such holder’s appraisal rights with respect to such share, then, as of the later of the Effective Time or the time of the failure to perfect such rights or the loss of such rights, such share shall automatically be converted into and outstanding immediately shall represent only the right to receive (upon the surrender of the Stock Certificate representing such share) the Per Share Consideration in accordance with Section 2.5(a)(iii). (b) The Company shall give Parent (i) prompt notice of (A) any written demand received by the Company prior to the Effective Time and that are held by any person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of require the DGCL (“Section 262”), shall not be converted into the right Company to receive the Merger Consideration as provided in Section 3.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with 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 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c). The Company shall provide prompt notice to Parent of any demands for appraisal of any purchase shares of Company Common Stock pursuant to Section 262262 of the DGCL and (B) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. Prior to Without limiting the Effective Timegenerality of the foregoing, the Company shall not, without the prior written consent of Parent, not make any payment or settlement offer prior to the Effective Time with respect to, or settle or offer to settle, any such demands, demand unless Parent shall have consented in writing to such payment or agree to do any of the foregoingsettlement offer.

Appraisal Rights. Notwithstanding anything in any provision of this Agreement to the contrary, shares (“Appraisal Shares”) each outstanding share of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person who is entitled a holder exercising appraisal rights ("APPRAISAL RIGHTS") with respect to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, to Section 262 of the DGCL DGCL, who has not effectively withdrawn or lost such rights (“Section 262”a "DISSENTING SHARE"), shall not be converted into or represent a right to receive the Merger Consideration pursuant to this Article 2, but the holder thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL; PROVIDED, HOWEVER, that each Dissenting Share held by a person at the Effective Time who shall, after the Effective Time, effectively lose such Appraisal Rights or effectively withdraw such demand for appraisal or payment of fair market value pursuant to the DGCL, shall be deemed to be converted, as of the Effective Time, into the right to receive the Merger Consideration as provided in Section 3.01(c), but instead such holder shall be entitled pursuant to payment of the fair value of such shares in accordance with 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 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c)this Article 2. The Company shall provide give Parent (i) prompt notice to Parent and copies of any all notices of dissent, demands for appraisal or payment of any shares fair market value, withdrawals of Company Common Stock pursuant to Section 262demands for appraisal or payment of fair market value, and Parent shall have other instruments received by the right Company relating to participate in the exercise of Appraisal Rights received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to such demandsthereto under the DGCL. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, will not voluntarily make any payment with respect to, to any demands for appraisal or payment of fair market value or settle or offer to settle, settle any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person Person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262Appraisal Shares”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c2.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding canceled and shall automatically be cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except represent the right to receive only those rights provided under Section 262 of the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoingDGCL less any withholding or deduction required under any applicable Tax Law; provided, however, that if any such holder Person 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 262DGCL, then the right of such holder Person to be paid the fair value of such holder’s Appraisal Shares receive those rights under Section 262 of the DGCL shall cease and each such Appraisal Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, shall represent only the right to receive right to receive, the Merger Consideration without interest as provided in Section 3.01(c2.01(c), without interest thereon. To the extent any amounts are withheld under this Section 2.07 and paid over to the appropriate Governmental Authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made. (b) The Company shall provide give prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock (as well as attempted withdrawals of such demands and any other instruments served pursuant to Section 262the DGCL and received by the Company relating to stockholders’ rights of appraisal), and Parent shall have the right to participate in in, and after the Effective Time, direct all negotiations and proceedings Actions 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 settle or offer to settle, any such demands, or agree to do any of the foregoing.

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 prior to the Effective Time and that are held by any person holder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, the provisions of Section 262 of the DGCL (“Section "SECTION 262”), ") shall not be converted into the right to receive the Merger Consideration Per-Share Cash Amount as provided in Section 3.01(c2.1(a), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with 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 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 Share Shares shall be deemed to have been converted as of at the Effective Time into, and to shall have become, the right to receive Merger Consideration without interest the Per-Share Cash Amount as provided in Section 3.01(c2.1(a). The Company shall provide serve prompt notice to Parent of any demands for appraisal of any shares of Company Common Stock Stock, withdrawals of such demands and any other instruments served pursuant to Section 262the DGCL received by the Company, 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, or as otherwise required under the DGCL, voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do or commit to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and (including Book-Entry Shares) outstanding immediately prior to the Effective Time and that are held by any person a holder who is entitled to demand has not voted in favor of the Merger or consented thereto in writing and properly demands who has demanded appraisal of for such shares pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL (“such shares of Company Common Stock with respect to which appraisal rights have been perfected and not withdrawn in accordance with Section 262”262 of the DGCL, the "Dissenting Shares"), shall not be converted into into, or represent the right to receive receive, the Merger Consideration as provided in Section 3.01(c), but instead such holder Consideration. Such stockholders shall be entitled to receive, subject to and net of any applicable withholding of Taxes, payment of the fair appraised value of such shares in accordance with Section 262. At the Effective Time, all Appraisal Dissenting Shares shall no longer be outstanding and shall automatically be cancelled 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 shares held by them in accordance with the provisions of Section 262. Notwithstanding 262 of the foregoingDGCL, if any such holder except that all Dissenting Shares held by stockholders who shall fail have failed to perfect or otherwise who shall waive, withdraw have effectively withdrawn or lose the right lost their rights 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 Dissenting Shares under Section 262 of the DGCL shall cease and each such Appraisal Share shall thereupon be deemed to have been converted as of the Effective Time into, and to have becomebecome exchangeable for, as of the Effective Time, the right to receive the Merger Consideration Consideration, without any interest as thereon, upon surrender, in the manner provided in Section 3.01(c). 3.2, of such Dissenting Shares. (b) The Company shall provide give Parent prompt notice to Parent of of, together with copies of, any demands for appraisal received by the Company, withdrawals of such demands, and any shares of other instruments served on or otherwise received by the Company Common Stock pursuant to Section 262, and the DGCL. Parent shall have the exclusive right to participate in direct and direct control all negotiations and proceedings with respect to any and all such demandsdemands for appraisal. Prior to Without limiting, and in furtherance of, the Effective Timeforegoing, the Company shall not, without except with the prior written consent of Parent, (i) make any payment with respect toto any such demands for appraisal, or (ii) offer to settle or offer to settle, otherwise settle any such demands, demands or agree (iii) waive any failure to do properly make or effect any of such demand for appraisal or other action required to perfect appraisal rights in accordance with the foregoingDGCL.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) any Shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person who is entitled as to demand and which the holders thereof have properly demands demanded appraisal of such shares pursuant to, and who complies in all respects with, accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Section 262Dissenting Shares”), ) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 3.01(c2.1(a), but instead unless and until such holder Person shall have effectively withdrawn or lost such Person’s right to appraisal under the DGCL, at which time such Shares shall be entitled treated as if they had been converted into and become exchangeable for the right to payment receive, as of the fair value of such shares in accordance with Section 262. At the Effective Time, all Appraisal the Per Share Merger Consideration as provided in Section 2.1(a), without interest and after giving effect to any required Tax withholdings pursuant to Section 2.3(e) and such Shares shall no longer not be outstanding and shall automatically be cancelled and shall cease to existdeemed Dissenting Shares, and each such holder of Appraisal Shares thereof shall cease to have any other rights with respect thereto, except the right to such Shares. Each holder of Dissenting Shares shall be entitled to receive only 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 payment 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 Share shall be deemed to have been converted as of the Effective Time into, and DGCL with respect to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c)Dissenting Shares. The Company shall provide give Parent prompt notice to Parent of any written demands for appraisal appraisal, attempted withdrawals of such demands, and any shares of Company Common Stock other instruments served pursuant to Section 262, applicable Law that are received by the Company or any of its Representatives relating to stockholders’ rights of appraisal and Parent shall have the right be entitled to participate in and direct all negotiations and proceedings with respect to such demandsany demand for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent, make any payment with respect toto any demands for appraisal, offer to settle or settle any such demands or offer to settle, approve any withdrawal of any such demands, or agree to do any of the foregoingexcept as required by applicable Law.

Appraisal Rights. (a) Notwithstanding anything to the contrary contained in this Agreement (but without limiting the effect of Section 6.4), to the contrary, shares (“Appraisal Shares”) extent that the provisions of Company Common Stock that Section 262 of the DGCL are issued and outstanding immediately or prior to the Effective Time and that may become applicable to the Merger (by reason of a delisting of Company Common Stock from the Nasdaq National Market or otherwise), any shares of Company Common Stock that, as of the Effective Time, are held by any person holders who is entitled to demand and properly demands have as of the Effective Time preserved appraisal of such shares pursuant to, and who complies in all respects with, rights under Section 262 of the DGCL (“Section 262”), with respect to such shares shall not be converted into or represent the right to receive the Merger Consideration as provided Parent Common Stock in accordance with Section 3.01(c), but instead such holder shall be entitled to payment 1.5(a) (or cash in lieu of the fair value of such fractional shares in accordance with Section 262. At 1.5(c)), and the holder or holders of such shares shall be entitled only to such rights as may be granted to such holder or holders pursuant to Section 262 of the DGCL; provided, however, that if such appraisal rights shall not be perfected or the holders of such shares shall otherwise lose their appraisal rights with respect to such shares, then, as of the later of the Effective TimeTime or the time of the failure to perfect such status or the loss of such rights, all Appraisal Shares shall no longer be outstanding and such shares shall automatically be cancelled converted into and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except represent only the right to receive (upon the fair value surrender of the certificate or certificates representing such shares) Parent Common Stock in accordance with Section 1.5(a) (and cash in lieu of fractional shares in accordance with Section 1.5(c)). (b) The Company shall give Parent (i) prompt notice of any written demand received by the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail Company prior 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, require the right Company to receive Merger Consideration without interest as provided in Section 3.01(c). The Company shall provide prompt notice to Parent of any demands for appraisal of any purchase shares of Company Common Stock pursuant to Section 262262 of the DGCL and of any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. Prior to the Effective Time, the The Company shall not, without the prior written consent of Parent, not make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.settlement

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”), Shares shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 3.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with Section 262. At 3.01(a), but rather each of the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease represent only the right to existreceive payment of the appraised value of such Appraisal Shares in accordance with the Delaware Law; provided, and each however, that if any 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 (i) fail to perfect establish its entitlement to appraisal rights as provided in the Delaware Law or (ii) 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 262Delaware Law, 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 Share shall thereupon be deemed to have been converted as of the Effective Time into, and to have become, become exchangeable solely for the right to receive the Merger Consideration without interest as provided Consideration, otherwise payable in accordance with Section 3.01(c3.01(a). The Company shall provide give Parent (a) prompt written notice of each notice of intent to Parent demand appraisal received by the Company or any of its subsidiaries, the withdrawal of any demands for such demand, and any other notice or instrument delivered or served relating to appraisal of any shares of Company Common Stock pursuant to Section 262, the Delaware Law and Parent shall have (b) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsany demand for appraisal under the Delaware Law. Prior to the Effective Time, neither the Company shall notCompany, without Parent nor any of their respective subsidiaries shall, except with the prior written consent of Parent, (i) make any payment with respect toto any demand for appraisal, (ii) offer to settle or settle any such demand for appraisal, (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the Delaware Law, or settle or offer to settle, any such demands, or (iv) agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything to the contrary contained in this Agreement (but without limiting the effect of Section 6.4), to the contrary, shares (“Appraisal Shares”) extent that the provisions of Company Common Stock that Section 262 of the DGCL are issued and outstanding immediately or prior to the Effective Time and that may become applicable to the Merger (by reason of a delisting of Company Common Stock from the Nasdaq National Market or otherwise), any shares of Company Common Stock that, as of the Effective Time, are held by any person holders who is entitled to demand and properly demands have as of the Effective Time preserved appraisal of such shares pursuant to, and who complies in all respects with, rights under Section 262 of the DGCL (“Section 262”), with respect to such shares shall not be converted into or represent the right to receive the Merger Consideration as provided Parent Common Stock in accordance with Section 3.01(c), but instead such holder shall be entitled to payment 1.5(a) (or cash in lieu of the fair value of such fractional shares in accordance with Section 262. At 1.5(c)), and the holder or holders of such shares shall be entitled only to such rights as may be granted to such holder or holders pursuant to Section 262 of the DGCL; provided, however, that if such appraisal rights shall not be perfected or the holders of such shares shall otherwise lose their appraisal rights with respect to such shares, then, as of the later of the Effective TimeTime or the time of the failure to perfect such status or the loss of such rights, all Appraisal Shares shall no longer be outstanding and such shares shall automatically be cancelled converted into and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except represent only the right to receive (upon the fair value surrender of the certificate or certificates representing such shares) Parent Common Stock in accordance with Section 1.5(a) (and cash in lieu of fractional shares in accordance with Section 1.5(c)). (b) The Company shall give Parent (i) prompt notice of any written demand received by the provisions of Section 262. Notwithstanding the foregoing, if any such holder shall fail Company prior 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, require the right Company to receive Merger Consideration without interest as provided in Section 3.01(c). The Company shall provide prompt notice to Parent of any demands for appraisal of any purchase shares of Company Common Stock pursuant to Section 262262 of the DGCL and of any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. Prior The Company shall not make any payment or settlement offer prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment Time with respect to, or settle or offer to settle, any such demands, demand unless Parent shall have consented in writing to such payment or agree to do any of the foregoingsettlement offer.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person Person who is entitled to demand and properly demands appraisal of such shares of Company Common Stock pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”), and such shares of Company Common Stock, “Appraisal Shares”) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 3.01(c1.07(c), but instead such shall entitle the holder shall be entitled thereof only to payment of the fair value of such shares in accordance with those rights expressly provided by Section 262. At the Effective Time; provided, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existhowever, 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, that 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 receive those rights under Section 262 shall cease and each such Appraisal Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, shall represent only the right to receive receive, the Per Share Merger Consideration without interest as provided in Section 3.01(c1.07(c), net of applicable withholding Taxes and without interest. The Company shall provide give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262Stock, and prior to the Effective Time Parent shall have the right to participate in and direct control all negotiations and proceedings Proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make make, or agree to make, any payment with respect to, or settle or offer to settle, any such demandsdemands for appraisal or payment, or agree purport to do waive any of Person’s failure to timely deliver a written demand for appraisal or to take any other action necessary to exercise appraisal rights under the foregoingDGCL.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by any person shareholders who is entitled to demand and properly demands appraisal did not vote in favor of such shares pursuant to, the Merger and who complies in comply with all respects with, Section 262 of the DGCL relevant provisions of Section 33-861 of the CBCA (“Section 262”), the "Dissenting Shareholders") shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 3.01(c(the "Dissenting Shares"), but instead unless and until the holder or holders thereof shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the CBCA. If any Dissenting Stockholder shall have failed to perfect or shall have effectively withdrawn or lost such holder right, such holder's Shares shall thereupon be entitled converted into and become exchangeable for the right to payment receive, as of the fair value of such shares in accordance with 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 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration for each Share without any interest as provided in Section 3.01(c)thereon. The Company shall provide give the Parent (i) prompt notice to Parent of any written demands for appraisal of any shares Shares, attempted withdrawals of Company Common Stock such demands and any other instruments served pursuant to Section 262the CBCA and received by the Company relating to shareholders' rights of appraisal, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demands. Prior to demands for appraisal under the Effective TimeCBCA; provided, however, the Company shall have the right to participate in any such negotiations and proceedings. The Company shall not, without except with the prior written consent of the Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demandsdemand for payment. If any Dissenting Stockholder shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, or agree the Shares held by such Dissenting Stockholder shall thereupon be treated as though such Shares had been converted into the right to do any of receive the foregoingMerger Consideration pursuant to Section 27(b).

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person Person who is entitled to demand and properly demands appraisal of such shares Appraisal Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”), shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c2.2(a), but instead such rather any holder of Appraisal Shares shall be entitled to payment of be paid the fair value of such shares Appraisal Shares in accordance with Section 262. At the Effective Time; provided, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existhowever, 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, that 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 Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, become exchangeable solely for the right to receive receive, Merger Consideration without interest as provided in Section 3.01(c2.2(a). The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262Stock, 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 ParentParent (which consent shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Capital Stock that are issued and outstanding immediately prior to the Company Merger Effective Time and that are held by any person holders who is are (i) entitled to demand and have properly demands appraisal demanded their rights to be paid the fair value of such shares pursuant to, and who complies of Company Capital Stock in all respects with, accordance with Section 262 of the DGCL (the “Section 262Appraisal Shares”)) and (ii) have neither effectively withdrawn nor lost (through failure to perfect or otherwise) their rights to such appraisal and payment under the DGCL, shall not be canceled and/or converted into the right to receive the Merger Consideration as provided in Section 3.01(c)2.02, but instead such holder and the holders of Appraisal Shares shall be entitled to payment only such rights as are granted by Section 262 of the fair value of such shares in accordance with 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 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c). DGCL. (b) The Company shall provide give Parent (i) prompt notice to Parent and copies of any written demands received by the Company for appraisal, withdrawals or attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by the Company relating to any demands of appraisal of any shares of Company Common Stock pursuant the Company’s capital stock and (ii) the opportunity to Section 262, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL, including any determination to make any payment to any holder of Appraisal Shares under Section 262(h) of the DGCL prior to the entry of judgment in the Action with respect to any demand for appraisal. Prior to the Company Merger Effective Time, the Company shall not, without the prior written consent of ParentParent or as otherwise required by an Order, make any payment with respect to, or settle or offer to settle, any such demands, demands or agree waive any failure to do any of timely deliver a written demand for appraisal in accordance with the foregoingDGCL.

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 prior to the Effective Time and that are held by any person who is entitled to demand demand, and who properly demands demands, appraisal of such shares Appraisal Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section "SECTION 262”), ") shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c2.6 (c), but instead such holder rather the holders of Appraisal Shares shall be entitled to payment of the fair value of such shares Appraisal Shares in accordance with Section 262. At the Effective Time; provided, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existhowever, 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, that 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 Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, become exchangeable solely for the right to receive receive, the Merger Consideration (but without interest thereon) as provided in Section 3.01(c2.6 (c). The Company shall provide serve prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262Stock, 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 settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any person a holder who is entitled to demand and properly demands appraisal has not voted in favor of such shares pursuant to, the Merger or consented thereto in writing and who complies in all respects with, shall have properly demanded and perfected appraisal rights under Section 262 of the DGCL (the “Section 262Dissenting Shares”), ) shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 3.01(c), applicable Per Common Share Amount but instead such holder shall be entitled to receive such payment from the Surviving Corporation with respect to such Dissenting Shares as shall be determined pursuant to Section 262 of the fair value of such shares in accordance with Section 262. At the Effective TimeDGCL; provided, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existhowever, 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, that if any such holder shall fail have failed to perfect or shall have effectively withdrawn or otherwise shall waive, withdraw or lose the lost such holder’s right to appraisal and payment under Section 262 or if a court of competent jurisdiction shall determine that the DGCL, each such Share held by 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 Share shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time into, and to have becomeTime, the right to receive Merger Consideration receive, without any interest as provided thereon, the Per Common Share Amount in accordance with Section 3.01(c2.9(a), and such Share shall no longer be a Dissenting Share. The Company shall provide give prompt notice to Parent of any written demands received by the Company for appraisal appraisals of any shares Shares and attempted withdrawals of Company Common Stock such demands and any other instruments served pursuant to Section 262262 of the DGCL and received by the Company relating to rights to be paid the “fair value” of Dissenting Shares, as provided in Section 262 of the DGCL, 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 except with the prior written consent of Parent, voluntarily make or agree to make any payment with respect toto any demands for appraisals of Shares, offer to settle or settle any demands or offer to settle, approve any withdrawal of any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person Person who is entitled to demand and properly demands appraisal of such shares Appraisal Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”), shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c2.2(a), but instead such holder rather the holders of Appraisal Shares shall be entitled to payment of be paid the fair value of such shares Appraisal Shares in accordance with Section 262. At the Effective Time; provided, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existhowever, 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, that 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 Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, become exchangeable solely for the right to receive receive, Merger Consideration without interest as provided in Section 3.01(c2.2(a). The Company shall provide prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262Stock, 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 ParentParent (which consent shall not be unreasonably withheld or delayed), make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

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 prior to the Effective Time and that are held by any person Person who is entitled to demand and properly demands appraisal of such shares Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262Common Appraisal Shares”), ) shall not be converted into the right to receive the Per Share Merger Consideration as provided in Section 3.01(c2.3(b), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding canceled and shall automatically be cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except represent the right to receive only those rights provided under Section 262 of the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoingDGCL; provided, however, that if any such holder Person 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 262DGCL, then the right of such holder Person to be paid the fair value of such holder’s Appraisal Shares receive those rights under Section 262 of the DGCL shall cease and each such Common Appraisal Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, shall represent only the right to receive receive, the Per Share Merger Consideration without interest as provided in Section 3.01(c2.3(b). . (b) The Company shall provide give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262, Shares and Parent shall have the right to participate in and direct all negotiations and proceedings legal or administrative 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 settle or offer to settle, any such demands, or agree to do any of the foregoing. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment prior to the Effective Time with respect to any demands for appraisal or offer to settle or settle any such demands.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person Person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262Appraisal Shares”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c2.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding canceled and shall automatically be cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except represent the right to receive only those rights provided under Section 262 of the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoingDGCL; provided, however, that if any such holder Person 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 262DGCL, then the right of such holder Person to be paid the fair value of such holder’s Appraisal Shares receive those rights under Section 262 of the DGCL shall cease and each such Appraisal Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, shall represent only the right to receive right to receive, the Merger Consideration without interest as provided in Section 3.01(c2.01(c), without interest thereon. To the extent any amounts are withheld under this Section 2.07 and paid over to the appropriate Governmental Authority, the withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made to the extent permitted by applicable Law. (b) The Company shall provide give prompt written notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock (as well as attempted withdrawals of such demands and any other instruments served pursuant to Section 262the DGCL and received by the Company relating to stockholders’ rights of appraisal), and Parent shall have the right to participate in in, and after the Effective Time, direct all negotiations and proceedings Actions 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 settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) The Company shall comply with all requirements of Section 262 of the DGCL, and, if applicable, Chapter 13 of the California Corporations Code, and shall keep Parent promptly informed of any written demand relating thereto. (b) Notwithstanding anything in this Agreement to the contrarycontrary but only to the extent required by the DGCL, any shares (“Appraisal Shares”) of Company Common Capital Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person holder who has not voted in favor of the Merger and is otherwise entitled to demand and properly demands appraisal of such shares pursuant todemand, and who complies properly demands, to receive payment of the fair value for such shares of Company Capital Stock in all respects with, accordance with Section 262 of the DGCL DGCL, or if Section 2115 of the California Corporations Code applies, Chapter 13 of the California Corporations Code (such shares, “Section 262Dissenting Shares”), ) shall not be converted pursuant to Section 2.6 into the right to receive the Merger Consideration as provided in Section 3.01(c), but instead unless such holder shall be entitled fails to perfect or otherwise effectively withdraws or loses such holder’s right to receive payment of the fair value of such shares in accordance with Section 262Dissenting Shares. At If, after 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 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 fails to perfect or otherwise shall waive, withdraw or lose the loses its right to appraisal under Section 262 demand or if a court receive such payment, such shares 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 Share Company Capital Stock shall be deemed to have treated as if they had been converted as of the Effective Time into, and to have become, into the right to receive Merger Consideration Consideration, without interest as provided in thereon, pursuant to Section 3.01(c). 2.6. (c) The Company shall provide give Parent (i) prompt notice to Parent and a copy of any demands notice of a Stockholder’s demand for appraisal payment or objection to the Merger, of any shares request to withdraw a demand for payment and of Company Common Stock any other instrument delivered to it pursuant to Section 262262 of the DGCL, or, if applicable, Chapter 13 of the California Corporations Code and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demands, objections and requests. Prior Except with the prior written consent of Parent, prior to the Effective Time, the Company shall not, without the prior written consent of Parent, not make any payment with respect toto any such demands, or objections and requests and shall not settle (or offer to settle, ) any such demands, objections and requests or agree to do approve any withdrawal of the foregoingsame.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”), Shares shall not be converted into or represent the right to receive the Cash Merger Consideration as provided in Section 3.01(c)accordance with Sections 3.1(c) and 3.2, but instead such holder rather each of the Appraisal Shares shall be entitled represent only the right to receive payment of the fair appraised value of such shares Appraisal Shares in accordance with Section 262. At the Effective TimeDGCL; provided, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existhowever, and each that if any 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 (i) fail to perfect establish his entitlement to appraisal rights as provided in the DGCL or (ii) 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 262DGCL, 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 Share shall thereupon be deemed to have been converted as of the Effective Time into, and to have become, become exchangeable solely for the right to receive Cash Merger Consideration otherwise payable in accordance with Sections 3.1(c) and 3.2, without any interest as provided in Section 3.01(c)thereon. The Company shall provide give Parent (a) prompt written notice to Parent of any demands demand for appraisal received by the Company, the withdrawal of any shares of Company Common Stock such demand, and any other notice or instrument delivered or served relating to Appraisal pursuant to Section 262, the DGCL and Parent shall have (b) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsany demand for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent, (i) make any payment with respect toto any demand for appraisal, (ii) offer to settle or settle any such demand for appraisal, (iii) waive any failure to timely deliver a written demand for appraisal in accordance with the DGCL, or settle or offer to settle, any such demands, or (iv) agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and that which are held by any person shareholders who is entitled to demand and properly demands appraisal did not vote in favor of such shares pursuant to, the Merger and who complies in comply with all respects with, the relevant provisions of Section 262 33-861 of the DGCL CBCA (“Section 262”), the "Dissenting Shareholders") shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 3.01(c(the "Dissenting Shares"), but instead unless and until the holder or holders thereof shall have failed to perfect or shall have effectively withdrawn or lost their rights to appraisal under the CBCA. If any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such holder right, such holder's Shares shall thereupon be entitled converted into and become exchangeable for the right to payment receive, as of the fair value of such shares in accordance with 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 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration for each Share without any interest as provided in Section 3.01(c)thereon. The Company shall provide give the Bidder (i) prompt notice to Parent of any written demands for appraisal of any shares Shares, attempted withdrawals of Company Common Stock such demands and any other instruments served pursuant to Section 262the CBCA and received by the Company relating to shareholders' rights of appraisal, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demands. Prior to demands for appraisal under the Effective TimeCBCA; provided, however, the Company shall have the right to participate in any such negotiations and proceedings. The Company shall not, without except with the prior written consent of Parentthe Bidder, voluntarily make any payment with respect to, or settle or offer to settle, any such demandsdemand for payment. If any Dissenting Shareholder shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, or agree the Shares held by such Dissenting Shareholder shall thereupon be treated as though such Shares had been converted into the right to do any of receive the foregoingStandard Election Consideration pursuant to Section 2.1(b).

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person Person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262Appraisal Shares”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c2.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding canceled and shall automatically be cancelled and shall cease to exist, and each holder of Appraisal Shares shall cease to have any rights with respect thereto, except represent the right to receive only those rights provided under Section 262 of the fair value of such shares in accordance with the provisions of Section 262. Notwithstanding the foregoing, DGCL; provided that if any such holder Person 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 262DGCL, then the right of such holder Person to be paid the fair value of such holder’s Appraisal Shares receive those rights under Section 262 of the DGCL shall cease and each such Appraisal Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, shall represent only the right to receive receive, the Merger Consideration without interest as provided in Section 3.01(c2.01(c). , without interest thereon. (b) The Company shall provide give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock (as well as withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights of appraisal in accordance with the provisions of Section 262262 of the DGCL), and Parent shall have the right to participate in and direct all negotiations and proceedings Actions with respect to such demands and the Company shall consider in good faith comments or suggestions proposed by Parent 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 settle or offer to settle, any such demands. Prior to the Effective Time, or agree to do any Parent shall not, except with the prior written consent of the foregoingCompany, require the Company to 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 Subject to the contrarySection 9.3(d), shares (“Appraisal Shares”) of Company Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any person Person who is entitled to demand demand, and who properly demands demands, appraisal of such shares Common Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (such Section, “Section 262,” and such shares, “Appraisal Shares”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c4.1(a), but instead such holder rather, the holders of Appraisal Shares shall be entitled only to payment of the fair value of such shares Appraisal Shares in accordance with 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 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, ; provided that 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 Share Shares shall be deemed to have been converted as of the Effective Time into, and to have becomebecome exchangeable solely for, the right to receive the Merger Consideration (without interest thereon) as provided in Section 3.01(c4.1(a). The Company shall provide prompt notice to notify Parent as promptly as reasonably practicable of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant to Section 262Shares, 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 ParentParent (which consent shall not be unreasonably withheld), voluntarily make any payment with respect to, or settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. (a) Notwithstanding anything to the contrary contained in this Agreement Agreement, any shares of Company Capital Stock for which, as of the Effective Time, the holder thereof has demanded an appraisal of their value in accordance with Section 262 of the Delaware General Corporation Law ("Dissenting Shares") shall not be converted into or represent the right to receive Parent Capital Stock in accordance with Section 1.5, and the holder or holders of such shares shall be entitled only to such rights as may be granted to such holder or holders in Section 262 of the Delaware General Corporation Law; PROVIDED, HOWEVER, that if the status of any such shares as Dissenting Shares shall not be perfected in accordance with Section 262 of the Delaware General Corporation Law, or if any such shares shall lose their status as Dissenting Shares then, as of the later of the Effective Time or the time of the failure to perfect such status or the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate or certificates representing such shares) Parent Capital Stock in accordance with Section 1.5. (b) The Company shall give Parent (i) prompt notice of any written demand received by the Company at or prior to any meeting of the Company's stockholders pursuant to Section 5.2 hereof to require the Company to purchase Dissenting Shares pursuant to Section 262 of the Delaware General Corporation Law and of any other demand, notice or instrument delivered to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person who is entitled pursuant to demand and properly demands appraisal of such shares pursuant tothe Delaware General Corporation Law, and who complies in all respects with, Section 262 of (ii) the DGCL (“Section 262”), shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c), but instead such holder shall be entitled to payment of the fair value of such shares in accordance with 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 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c). The Company shall provide prompt notice to Parent of any demands for appraisal of any shares of Company Common Stock pursuant to Section 262, and Parent shall have the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. Prior The Company shall not make any payment or settlement offer prior to the Effective Time, the Company shall not, without the prior written consent of Parent, make any payment Time with respect to, or settle or offer to settle, any such demands, demand unless Parent shall have consented in writing to such payment or agree to do any of the foregoingsettlement offer.

Appraisal Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”), Dissenting Shares shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c1.5(a)(i), but instead such holder rather, the holders of Dissenting Shares shall be entitled only to payment of the fair appraisal value of such shares Dissenting Shares in accordance with the provisions of Section 262 of the DGCL less any applicable Taxes required to be withheld in accordance with Section 262. At 1.9 with respect to such payment (and, at the Effective Time, all Appraisal such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled canceled and shall cease to exist, and each holder of Appraisal Shares such holders shall cease to have any rights right with respect thereto, except the right to receive the fair appraisal value of such shares Dissenting Shares in accordance with the provisions of Section 262. Notwithstanding 262 of the foregoingDGCL); provided, that, 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 262DGCL, 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 Share Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have becomebecome exchangeable solely for, the right to receive the Merger Consideration (without interest thereon) as provided in Section 3.01(c1.5(a)(i). . (b) The Company shall provide give Parent: (i) prompt written notice of (A) any demand for appraisal received by the Company prior to Parent the Effective Time pursuant to the DGCL or any other written communication with the Company that relates to a demand for appraisal or payment with respect to Dissenting Shares; (B) any withdrawal or attempted withdrawal of any demands for appraisal of such demand; and (C) any shares of other demand, notice or instrument delivered to the Company Common Stock prior to the Effective Time pursuant to Section 262, the DGCL; and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to any such demandsdemand, notice or instrument. Prior to the Effective Time, the The Company shall not, without except with the prior written consent of Parent, make any payment or settlement offer or settle any such demands prior to the Effective Time with respect to, or settle or offer to settle, any such demandsdemand, notice or agree to do any instrument. Each holder of Dissenting Shares who becomes entitled under Section 262 of the foregoingDGCL to receive payment of the “fair value” for such holder’s shares shall receive such payment therefor from the Surviving Corporation after giving effect to any withholdings received by applicable Law (but only after the amount thereof shall have been finally determined pursuant to the DGCL), and such shares shall be retired and cancelled.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company any Common Stock Shares that are issued and outstanding immediately prior to the Effective Time and that are held by any person a stockholder who is entitled to demand and properly demands appraisal of such shares pursuant to, and who complies has properly demanded appraisal for such Common Shares (the “Dissenting Shares”) in all respects with, accordance with Section 262 of the DGCL (“Section 262”), shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c)at the Effective Time, but instead shall represent and become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the Laws of the State of Delaware, unless and until such holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal and payment under the DGCL. If such holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal, the Dissenting Shares held by such holder shall be entitled to payment of the fair value of such shares in accordance with 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 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, treated as 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 Share shall be deemed to have they had been converted as of the Effective Time into, and to have become, the into a right to receive the Merger Consideration Consideration, without any interest as provided or dividends thereon, in accordance with Section 3.01(c2.1(a). The Company shall provide give Parent (i) prompt notice to Parent of any demands written demand for appraisal appraisal, any attempted withdrawal of such demand, any shares of Company Common Stock other instruments served pursuant to Section 262, applicable Law and Parent shall have any other written communications that are received by the Company relating to stockholders’ rights of appraisal and (ii) the right to participate in and direct all negotiations negotiations, discussions and proceedings with respect to such demandsdemands for appraisal under the DGCL. 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 toto any demands for appraisal, offer to settle or settle or offer to settle, any such demands, approve any withdrawal of any such demands or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this the Merger Agreement to the contrary, shares contrary (“Appraisal Shares”except for the provisions of Sections 3.1(a) or 3.1(b) of Company Common Stock that are issued the Merger Agreement), any Shares held by a holder who has demanded and outstanding immediately prior to perfected his demand for appraisal of his Shares in accordance with the NYBCL (including, but not limited to, Sections 623 and 910 thereof) and as of the Effective Time and that are held by any person who is entitled has neither withdrawn nor lost his, her or its right to demand and properly demands such appraisal of such shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”), "Dissenting Shares") shall not be converted into or represent a right to receive the Merger Consideration pursuant to Section 2.8 of the Merger Agreement, but the holder thereof shall be entitled to only such rights as are granted by the NYBCL. If any holder of Shares who demands appraisal of his Shares under the NYBCL effectively withdraws or loses (through failure to perfect or otherwise) his, her or its right to appraisal, then as of the Effective Time or the occurrence of such event, whichever later occurs, such holder's Shares shall automatically be converted into and represent only the right to receive the Merger Consideration as provided in Section 3.01(c)3.1(a) of the Merger Agreement, but instead without interest thereon, upon surrender of the certificate or certificates representing such holder Shares pursuant to Section 3.2 of the Merger Agreement. If applicable, the Company shall be entitled to give Purchaser (i) prompt notice of any demands for appraisal or payment of the fair value of any Shares, withdrawals of such shares in accordance with Section 262. At the Effective Time, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existdemands, 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 other instruments served pursuant to the relief provided NYBCL received by Section 262, then the right of such holder Company and (ii) the opportunity to be paid the fair value of such holder’s Appraisal Shares under Section 262 shall cease and each such Appraisal Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c). The Company shall provide prompt notice to Parent of any demands for appraisal of any shares of Company Common Stock pursuant to Section 262, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the NYBCL. Prior The Company shall not voluntarily make any payment with respect to the Effective Time, the Company any demands for appraisal and shall not, without except with the prior written consent of ParentPurchaser, make any payment with respect to, or settle or offer to settle, settle any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares Common Shares (the “Appraisal Dissenting Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person Company Shareholders who is entitled have not voted in favor of the Merger, consented thereto in writing or otherwise contractually waived their rights to demand and properly demands appraisal of such shares pursuant to, and who complies in have complied with all respects with, Section 262 of the DGCL relevant provisions of the TBCA (“Section 262”)or the TBOC, if applicable) shall not be converted into or be exchangeable for the right to receive the Merger Consideration as provided in Section 3.01(c)Consideration, but instead unless and until such holder shareholders shall be entitled to payment of the fair value of such shares in accordance with 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 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 failed to perfect or otherwise shall waive, withdraw have effectively withdrawn or lose the right lost their rights 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 Share shall be deemed to have been converted as of the Effective Time into, and to have become, the right to receive Merger Consideration without interest as provided in Section 3.01(c)TBCA. The Company shall provide give Parent (i) prompt notice to Parent of any written demands for appraisal of any shares Common Shares, attempted withdrawals of Company Common Stock such demands and any other instruments served pursuant to Section 262the TBCA and received by the Company relating to shareholders’ rights of appraisal, and Parent shall have (ii) the right opportunity to participate in and direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the TBCA. Prior to the Effective Time, Neither the Company shall notnor the Surviving Corporation shall, without except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demandsdemand for payment. If any holder of Dissenting Shares shall fail to perfect or shall have effectively withdrawn or lost the right to dissent, or agree to do any then (i) as of the foregoingoccurrence of such event, such holder’s Dissenting Shares shall cease to be Dissenting Shares and shall be converted into and represent the right to receive the Merger Consideration (subject to adjustment pursuant to Section 2.4) in accordance with Section 2.1 and Section 2.2, and (ii) promptly following the occurrence of such event, the Company shall remit to the Shareholder Representative the portion of the Merger Consideration (subject to adjustment pursuant to Section 2.4) to which such holder is entitled.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person Person who is entitled to demand and properly demands appraisal of such shares (“Appraisal Shares”) pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Section 262”), ) shall not be converted into or represent the right to receive the Merger Consideration as provided in Section 3.01(c2.01(c), but instead such holder rather the holders of Appraisal Shares shall be entitled to payment of the fair market value of such shares Appraisal Shares in accordance with Section 262. At the Effective Time; provided, all Appraisal Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to existhowever, 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, that 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 Share Shares shall be deemed to have been converted as of the Effective Time into, and to have become, become exchangeable solely for the right to receive receive, Merger Consideration without interest as provided in Section 3.01(c2.01(c). The Company shall provide give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant or Knowledge of any intent to Section 262demand appraisal of any shares of Company Common Stock, and following the Effective Time, 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 settle or offer to settle, any such demands, or agree to do any of the foregoing.

Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Appraisal Shares”) of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any person a holder who is entitled to demand and has properly demands demanded appraisal of for such shares pursuant toCompany Common Stock in accordance with, and who complies in all respects with, Section 262 of the DGCL (such shares, the “Section 262Dissenting Shares”), ) shall not be converted into the right to receive the Merger Consideration as provided in Section 3.01(c)Consideration, but instead such holder shall be entitled to payment of the fair value of such shares in accordance with 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 cease to have any rights with respect thereto, except instead represent the right to receive payment of the fair value of consideration due to such shares Dissenting Shares in accordance with and to the provisions extent provided by Section 262 of Section 262the DGCL. Notwithstanding the foregoing, if If any such holder shall fail fails to perfect or otherwise shall waivewaives, withdraw withdraws or lose the loses his right to appraisal under Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262other Applicable Law, 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 Share Dissenting Shares shall be deemed to have been converted converted, as of the Effective Time intoTime, into and to have become, shall be exchangeable solely for the right to receive the Merger Consideration Consideration, without interest as provided in Section 3.01(c)and subject to any withholding of Taxes required by Applicable Law. The Company shall provide give Parent prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock pursuant or any threats thereof, any actual or attempted withdrawals of such demands and any other demands, notices or instruments received by the Company relating to Section 262rights to be paid the fair value of Dissenting Shares, and the Parent shall have the right to participate in and direct to control all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, without except with the prior written consent of Parent, make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.