Common use of Company Dissenting Shares Clause in Contracts

Company Dissenting Shares. (a) Notwithstanding any provisions of this Agreement to the contrary, shares of Company Capital Stock held by a holder who has made a demand for appraisal of such shares in accordance with Section 262 of the DGCL and shares of Company Capital Stock that, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares) shall not be converted into or represent the right to receive the consideration payable in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.9(c)), but shall be entitled only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 of the CGCL. Parent shall be entitled to retain any such consideration not paid on account of such Company Dissenting Shares pending resolution of the claims of such holders, and the remaining holders of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a), but subject to Section 1.12, if any Company Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive the applicable consideration in accordance with Section 1.5(a), without interest thereon, upon surrender of the certificate or certificates representing such shares of Company Capital Stock. (c) The Company shall give Parent: (i) prompt notice of: (A) any written demand received by the Company prior to the Effective Time to require the Company to purchase shares of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) any withdrawal of any such demand; and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL or CGCL; and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such demand, notice or instrument. The Company shall not, except with the prior written consent of Parent, make any payment or settlement offer prior to the Effective Time with respect to any such demand, notice or instrument other than by operation of law or pursuant to a final order of a court of competent jurisdiction.

Company Dissenting Shares. (a) Notwithstanding any provisions of anything in this Agreement to the contrary, shares of Company Capital Stock Common Shares or Company Restricted Shares that are outstanding immediately prior to the Merger Effective Time and that are held by a holder any Person who has made a demand for is entitled to demand, and who properly demands, appraisal of such shares Company Common Shares or Company Restricted Shares pursuant to, and who complies in accordance with all respects with, Section 262 of the DGCL and shares of (such Section, “Section 262,” and, such Company Capital Stock thatCommon Shares, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares”) shall not be converted into or represent the right to receive the consideration payable Merger Consideration, as provided in accordance with Section 1.5(a3.01(b) (or cash in lieu of fractional shares in accordance with Section 1.9(c)3.01(d), but rather, the holders of Company Dissenting Shares shall be entitled only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 payment of the CGCL. Parent shall be entitled to retain any such consideration not paid on account fair value of such Company Dissenting Shares pending resolution of in accordance with Section 262 (and, at the claims of Merger Effective Time, such holders, and the remaining holders of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a), but subject to Section 1.12, if any Company Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of the loss of such status, such shares no longer be outstanding and shall automatically be converted into cancelled and shall represent only cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the applicable consideration fair value of such Company Dissenting Shares in accordance with Section 1.5(a262); provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s Company Dissenting Shares shall cease and such Company Dissenting Shares shall be deemed to have been converted as of the Merger Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration (without interest thereon, upon surrender of the certificate ) as provided in Section 3.01(b) or certificates representing such shares of Company Capital Stock. (c) Section 3.01(d). The Company shall give Parent: (i) prompt notice of: (A) notify Parent as promptly as reasonably practicable of any written demand demands received by the Company prior to the Effective Time to require the Company to purchase shares of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) any withdrawal for appraisal of any such demand; Company Common Shares or Company Restricted Shares, and (C) any other demand, notice or instrument delivered to Parent shall have the Company prior to the Effective Time pursuant to the DGCL or CGCL; and (ii) the opportunity right to participate in all negotiations and proceedings with respect to any such demanddemands. Prior to the Merger Effective Time, notice or instrument. The the Company shall not, except with without the prior written consent of ParentParent (which consent shall not be unreasonably withheld, delayed or conditioned), voluntarily make any payment or settlement offer prior to the Effective Time with respect to, or settle or offer to settle, any such demanddemands, notice or instrument other than by operation agree to do any of law or pursuant to a final order of a court of competent jurisdictionthe foregoing.

Company Dissenting Shares. (a) Notwithstanding any provisions provision of this Agreement to the contrary, shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has made a demand for not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 the applicable provisions of the DGCL and (such shares of Company Capital Stock that, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to collectively as the “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares) shall not be converted into or represent the a right to receive their respective portion of the consideration payable in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.9(c))Aggregate Merger Consideration, but instead shall be entitled to only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 Section 262 of the CGCL. Parent shall be DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal pursuant to the DGCL, or if a court of competent jurisdiction determines that such holder is not entitled to retain any the relief provided by the DGCL, such consideration not paid on account of such Company Dissenting Shares pending resolution of the claims of such holders, and the remaining holders of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a), but subject to Section 1.12, if any holder’s Company Dissenting Shares shall lose their status be treated as such (through failure to perfect or otherwise), then, if they had been converted as of the later of the Effective Time or the date of the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive such holder’s portion of the applicable consideration Aggregate Merger Consideration in accordance with Section 1.5(a)1.5, without interest thereon, upon surrender of the stock certificate or certificates formerly representing such shares of Company Capital Stock. (c) Dissenting Shares. The Company shall give Parent: (i) provide Parent prompt written notice of: (A) of any written demand demands received by the Company prior to the Effective Time to require the Company to purchase for appraisal of shares of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) Stock, any withdrawal of any such demand; demand and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant that relates to such demand, and the DGCL or CGCL; and (ii) Company shall have the opportunity and right to participate in direct all negotiations and proceedings Legal Proceedings with respect to such demands; provided that Parent shall have the right to consent to any final resolution of such demanddemands, notice or instrumentwhich consent shall not be unreasonably withheld. The Company shall not, except Except with the prior written consent of Parent, which shall not be unreasonably withheld, the Company shall not make any payment or settlement offer prior to the Effective Time with respect to, or settle or offer to settle, any such demand, notice or instrument other than by operation of law or pursuant to a final order of a court of competent jurisdictiondemands.

Company Dissenting Shares. (a) Notwithstanding any provisions of anything in this Agreement to the contrary, shares of Company Capital Stock Common Shares that are outstanding immediately prior to the Merger Effective Time and that are held by a holder any Person who has made a demand for is entitled to demand, and who properly demands, appraisal of such shares Company Common Shares pursuant to, and who complies in accordance with all respects with, Section 262 of the DGCL (such Section, “Section 262,” and shares of such Company Capital Stock thatCommon Shares, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares”) shall not be converted into or represent the right to receive the consideration payable Merger Consideration as provided in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.9(c)4.01(b), but rather, the holders of Company Dissenting Shares shall be entitled only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 payment of the CGCL. Parent shall be entitled to retain any such consideration not paid on account fair value of such Company Dissenting Shares pending resolution of in accordance with Section 262; provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the claims right to appraisal under Section 262, then the right of such holders, and holder to be paid the remaining holders fair value of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a), but subject to Section 1.12, if any such holder’s Company Dissenting Shares shall lose their status as cease and such (through failure Company Dissenting Shares shall be deemed to perfect or otherwise), then, have been converted as of the later of the Merger Effective Time or the date of the loss of such statusinto, such shares shall automatically be converted into and shall represent only to have become exchangeable solely for, the right to receive the applicable consideration in accordance with Section 1.5(a), Merger Consideration (without interest thereon, upon surrender of the certificate or certificates representing such shares of Company Capital Stock. (c) as provided in Section 4.01(b). The Company shall give Parent: (i) prompt notice of: (A) notify Parent as promptly as reasonably practicable of any written demand demands received by the Company prior to the Effective Time to require the Company to purchase shares of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) any withdrawal for appraisal of any such demand; Company Common Shares, and (C) any other demand, notice or instrument delivered to Parent shall have the Company prior to the Effective Time pursuant to the DGCL or CGCL; and (ii) the opportunity right to participate in all negotiations and proceedings with respect to any such demanddemands. Prior to the Merger Effective Time, notice or instrument. The the Company shall not, except with without the prior written consent of ParentParent (which consent shall not be unreasonably withheld), voluntarily make any payment or settlement offer prior to the Effective Time with respect to, or settle or offer to settle, any such demanddemands, notice or instrument other than by operation agree to do any of law or pursuant to a final order of a court of competent jurisdictionthe foregoing.

Company Dissenting Shares. (a) Notwithstanding any provisions of anything in this Agreement to the contrary, shares of Company Capital Stock Common Shares that are outstanding immediately prior to the Merger Effective Time and that are held by a holder any Person who has made a demand for is entitled to demand, and who properly demands, appraisal of such shares Company Common Shares pursuant to, and who complies in accordance with all respects with, Section 262 of the DGCL and shares of (such Section, “Section 262” and, such Company Capital Stock thatCommon Shares, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares”) shall not be converted into or represent the right to receive the consideration payable Merger Consideration as provided in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.9(c)4.01(b), but rather, the holders of Company Dissenting Shares shall be entitled only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 payment of the CGCL. Parent shall be entitled to retain any such consideration not paid on account fair value of such Company Dissenting Shares pending resolution of in accordance with Section 262 (and, at the claims of Merger Effective Time, such holders, and the remaining holders of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a), but subject to Section 1.12, if any Company Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of the loss of such status, such shares no longer be outstanding and shall automatically be converted into cancelled and shall represent only cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the applicable consideration fair value of such Dissenting Shares in accordance with Section 1.5(a262); provided, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262, then the right of such holder to be paid the fair value of such holder’s Company Dissenting Shares shall cease and such Company Dissenting Shares shall be deemed to have been converted as of the Merger Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration (without interest thereon, upon surrender of the certificate or certificates representing such shares of Company Capital Stock. (c) as provided in Section 4.01(b). The Company shall give Parent: (i) prompt notice of: (A) notify Parent as promptly as reasonably practicable of any written demand demands received by the Company prior to the Effective Time to require the Company to purchase shares of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) any withdrawal for appraisal of any such demand; Company Common Shares, and (C) any other demand, notice or instrument delivered to Parent shall have the Company prior to the Effective Time pursuant to the DGCL or CGCL; and (ii) the opportunity right to participate in all negotiations and proceedings with respect to any such demanddemands. Prior to the Merger Effective Time, notice or instrument. The the Company shall not, except with without the prior written consent of ParentParent (which consent shall not be unreasonably withheld, delayed or conditioned), voluntarily make any payment with respect to, or settlement settle or offer prior to settle, any such demands, or agree to do any of the foregoing. Any portion of the Merger Consideration made available to the Effective Time with respect to any such demand, notice or instrument other than by operation of law or Company Paying Agent pursuant to a final order of a court of competent jurisdictionSection 4.03(a) to pay for Company Dissenting Shares shall be returned to Parent upon demand.

Company Dissenting Shares. (a) Notwithstanding any provisions of anything in this Agreement to the contrary, any shares of Company Capital Stock held by a holder who has made a demand for appraisal of such shares in accordance with Section 262 of the DGCL that are issued and shares of Company Capital Stock that, outstanding as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) Time of the California Corporations Code (any such shares being referred to as “Merger and that are held by a stockholder of Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses who has properly exercised such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of (the CGCL with respect to such shares“Company Dissenting Shares”) shall not be converted into or represent the right to receive the Merger Consideration unless and until such holder shall have failed to perfect, or shall have effectively withdrawn or lost, such holder’s right to dissent from the Merger under the DGCL and to receive such consideration payable in accordance as may be determined to be due with Section 1.5(a) (or cash in lieu respect to such Company Dissenting Shares pursuant to and subject to the requirements of fractional shares in accordance with Section 1.9(c)), but the DGCL and the holders of Company Dissenting Shares shall be entitled to only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 Section 262 of the CGCLDGCL. Parent shall be entitled to retain If any such consideration not paid on account of such Company Dissenting Shares pending resolution of the claims of such holders, and the remaining holders of Company Capital Stock holder shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a), but subject to Section 1.12, if any Company Dissenting Shares shall lose their status as such (through failure have so failed to perfect or otherwise)have effectively withdrawn or lost such right at the Effective Time of the Merger, theneach share of such holder’s Company Stock shall thereupon be deemed to have been converted into and to have become, as of the later Effective Time of the Effective Time or the date of the loss of such statusMerger, such shares shall automatically be converted into and shall represent only the right to receive the applicable consideration in accordance with Section 1.5(a)receive, without any interest thereon, upon surrender of the certificate or certificates representing such shares of Company Capital Stock. (c) The Merger Consideration. Company shall give Parent: Parent (i) prompt notice of: (A) of any written demand received by the Company prior to the Effective Time to require the Company to purchase notice or demands for appraisal or payment for shares of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) any withdrawal of any such demand; and (C) any other demand, notice or instrument delivered to the received by Company prior to the Effective Time pursuant to the DGCL or CGCL; and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to any such demand, notice demands or instrumentnotices. The Company shall not, except with without the prior written consent of Parent, or as required by DGCL, make any payment or settlement offer prior to the Effective Time with respect to, or settle, offer to settle or otherwise negotiate, any such demand, notice or instrument other than by operation of law or pursuant to a final order of a court of competent jurisdictiondemands.

Company Dissenting Shares. (a) Notwithstanding any provisions provision of this Agreement to the contrary, shares of Company Capital Stock held by a holder who has made a demand for appraisal of such shares in accordance with Section 262 of the DGCL and shares of Company Capital Stock that, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares) Share shall not be converted into or represent the right to receive its applicable portion of the consideration payable in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.9(c)), Closing Merger Consideration but shall instead be entitled only converted into the right to receive such rights consideration as are granted by may be determined to be due with respect to any such Company Dissenting Share pursuant to the DGCL to a DGCL. Each holder of Company Dissenting Shares and/or such rights as may be granted who, pursuant to a holder of Company Dissenting Shares in Chapter 13 of the CGCL. Parent shall be DGCL, becomes entitled to retain any payment thereunder for such consideration not paid on account of such Company Dissenting Shares pending resolution of shares shall receive payment therefor in accordance with the claims of such holdersDGCL (but only after the value therefor shall have been agreed upon or finally determined pursuant to the DGCL). If, and after the remaining holders of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a)Effective Time, but subject to Section 1.12, if any Company Dissenting Shares Share shall lose their its status as a Company Dissenting Share, then any such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of the loss of such status, such shares share shall automatically immediately be converted into and shall represent only the right to receive its applicable portion of the applicable consideration Closing Merger Consideration as if such share never had been a Company Dissenting Share, and the Paying Agent shall deliver, or cause to be delivered in accordance with Section 1.5(a)the terms of this Agreement, without interest thereonto the holder thereof, upon surrender following the satisfaction of the certificate or certificates representing applicable conditions set forth in Section 3.01, Section 3.02, and this Section 3.05, its applicable portion of the Closing Merger Consideration as if such shares of share had never been a Company Capital Stock. (c) Dissenting Share. The Company shall give Parent: (i) Acquiror prompt notice of: (A) of any written demand demands for appraisal received by the Company prior to the Effective Time to require the Company to purchase shares Company, withdrawals of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) any withdrawal of any such demand; demands, and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to the DGCL or CGCL; and (ii) received by the Company, and Acquiror shall have the opportunity to participate in all negotiations and proceedings with respect to any such demand, notice or instrumentdemands. The Company shall, or shall notcause its Affiliates to, except with enforce any contractual waivers that the prior written consent of Parent, make any payment or settlement offer prior Company Stockholders have granted regarding appraisal rights that would apply to the Effective Time with respect to any such demand, notice or instrument other than by operation of law or pursuant to a final order of a court of competent jurisdictionMerger.

Company Dissenting Shares. (a) Notwithstanding any provisions provision of this Agreement to the contrary, shares of if required by the DGCL (but only to the extent required thereby), Company Capital Stock Common Shares that are issued and outstanding immediately prior to the Merger Effective Time (other than Company Common Shares to be canceled pursuant to Section 3.01(a)) and that are held by a holder who has made a demand for appraisal holders of such shares Company Common Shares who have not voted in favor of the adoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with, and who have complied with, Section 262 of the DGCL (the “Company Dissenting Shares”) will not be convertible into the right to receive the Merger Consideration, and holders of such Company Dissenting Shares will be entitled to receive payment of the fair value of such Company Dissenting Shares in accordance with the provisions of such Section 262 unless and until any such holder fails to perfect or effectively withdraws or loses its rights to appraisal and payment under the DGCL. If, after the Merger Effective Time, any such holder fails to perfect or effectively withdraws or loses such right, such Company Dissenting Shares will thereupon be treated as if they had been converted into and have become exchangeable for, at the Merger Effective Time, the right to receive the Merger Consideration, without any interest thereon, and the Surviving Corporation shall remain liable for payment of the Merger Consideration for such Company Common Shares. At the Merger Effective Time, any holder of Company Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in Section 262 of the DGCL and shares of Company Capital Stock that, as of provided in the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares) shall not be converted into or represent the right to receive the consideration payable in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.9(c)), but shall be entitled only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 of the CGCL. Parent shall be entitled to retain any such consideration not paid on account of such Company Dissenting Shares pending resolution of the claims of such holders, and the remaining holders of Company Capital Stock shall not be entitled to any portion thereofprevious sentence. (b) Notwithstanding the provisions of Section 1.10(a), but subject to Section 1.12, if any Company Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive the applicable consideration in accordance with Section 1.5(a), without interest thereon, upon surrender of the certificate or certificates representing such shares of Company Capital Stock. (c) The Company shall will give Parent: Parent (i) prompt notice of: (A) of any written demand demands or withdrawals of such demands received by the Company prior to the Effective Time to require the Company to purchase shares for appraisals of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) any withdrawal of any such demand; and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL or CGCL; Common Shares and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such demand, notice or instrumentnotices and demands for appraisal. The Company shall not, except with the prior written consent of Parent, make any payment or settlement offer prior agree to the Effective Time make any payment with respect to any demands for appraisal or offer to settle or settle any such demand, notice or instrument other than by operation of law or pursuant to a final order of a court of competent jurisdictiondemands.

Company Dissenting Shares. (a) Notwithstanding any provisions provision of this Agreement to the contrary, shares of Company Capital Stock held by a holder who has made a demand for appraisal of such shares in accordance with Section 262 of the DGCL and shares of Company Capital Stock that, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares) Share shall not be converted into or represent the right to receive its applicable portion of the consideration payable in accordance with Section 1.5(a) (Merger Consideration or cash in lieu of fractional shares in accordance with Section 1.9(c)), Per Share Merger Consideration but shall be entitled only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 of the CGCL. Parent shall be entitled to retain any such consideration not paid on account of such Company Dissenting Shares pending resolution of the claims of such holders, and the remaining holders of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a), but subject to Section 1.12, if any Company Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of the loss of such status, such shares shall automatically instead be converted into and shall represent only the right to receive the applicable such consideration in accordance as may be determined to be due with Section 1.5(a), without interest thereon, upon surrender of the certificate or certificates representing respect to any such shares of Company Capital Stock. (c) The Company shall give Parent: (i) prompt notice of: (A) any written demand received by the Company prior to the Effective Time to require the Company to purchase shares of Company Capital Stock Dissenting Share pursuant to Section 262 of the DGCL. Each holder of Company Dissenting Shares who, pursuant to the DGCL, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with the DGCL (but only after the value therefor shall have been agreed upon or Chapter 13 finally determined pursuant to the DGCL). If, after the Effective Time, any Company Dissenting Share shall lose its status as a Company Dissenting Share, then any such share shall immediately be converted into the right to receive its Per Share Merger Consideration as if such share never had been a Company Dissenting Share, and Parent shall deliver, or cause to be delivered in accordance with the terms of this Agreement, to the holder thereof, following the satisfaction of the CGCL; applicable conditions set forth in Section 2.5, and this Section 2.6, its Per Share Merger Consideration as if such share had never been a Company Dissenting Share. The Company shall give Parent (Ba) any withdrawal prompt written notice of any demands for appraisal received by the Company, withdrawals of such demand; demands, and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to the DGCL or CGCL; and received by the Company, and (iib) the opportunity right to participate in direct all negotiations and proceedings with respect to any such demand, notice or instrumentdemands for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentParent (not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment or settlement offer prior to the Effective Time make any payment with respect to, or settle or offer to settle, any claim or demand with respect to any such demandCompany Dissenting Share. The Company shall, notice or instrument other than by operation of law or pursuant shall cause its Affiliates to, enforce any contractual waivers that the Equity Holders have granted regarding appraisal rights that would apply to a final order of a court of competent jurisdictionthe Mergers.

Company Dissenting Shares. (a) Notwithstanding any provisions provision of this Agreement to the contrary, shares of Company Capital Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has made a demand for not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 the applicable provisions of the DGCL and (such shares of Company Capital Stock that, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to collectively as the “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares) shall not be converted into or represent the a right to receive their respective portion of the consideration payable in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.9(c))Aggregate Merger Consideration, but instead shall be entitled to only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 Section 262 of the CGCL. Parent shall be DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal pursuant to the DGCL, or if a court of competent jurisdiction determines that such holder is not entitled to retain any the relief provided by the DGCL, such consideration not paid on account of such Company Dissenting Shares pending resolution of the claims of such holders, and the remaining holders of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a), but subject to Section 1.12, if any holder’s Company Dissenting Shares shall lose their status be treated as such (through failure to perfect or otherwise), then, if they had been converted as of the later of the Effective Time or the date of the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive such holder’s portion of the applicable consideration Aggregate Merger Consideration in accordance with Section 1.5(a)1.5, without interest thereon, upon surrender of the stock certificate or certificates formerly representing such Company Dissenting Shares. The Surviving Corporation shall provide Parent prompt written notice of any demands received by the Surviving Corporation for appraisal of shares of Company Capital Stock. (c) The Company shall give Parent: (i) prompt notice of: (A) any written demand received by the Company prior to the Effective Time to require the Company to purchase shares of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) , any withdrawal of any such demand; demand and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant that relates to such demand, and the DGCL or CGCL; and (ii) Surviving Corporation shall have the opportunity and right to participate in direct all negotiations and proceedings Legal Proceedings with respect to such demands; provided that Parent shall have the right to consent to any final resolution of such demanddemands, notice or instrumentwhich consent shall not be unreasonably withheld. The Company shall not, except Except with the prior written consent of Parent, which shall not be unreasonably withheld, the Surviving Corporation shall not make any payment or settlement offer prior to the Effective Time with respect to, or settle or offer to settle, any such demand, notice or instrument other than by operation of law or pursuant to a final order of a court of competent jurisdictiondemands.

Company Dissenting Shares. (a) Notwithstanding any provisions of anything in this Agreement to the contrary, shares of Company Capital Common Stock held by a holder who has made a demand which were outstanding on the date for appraisal the determination of shareholders entitled to vote on the Reorganization Merger and which were not voted in favor of or were voted against the Reorganization Merger and the holders of which have demanded that the Company purchase such shares at their fair market value in accordance with Section 262 of the DGCL and shares of Company Capital Stock that, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) 1301 of the California Corporations Code (any GCL and have submitted such shares being referred for endorsement in accordance with Section 1302 of the California GCL and have not otherwise failed to as “perfect or shall not have effectively withdrawn or lost their rights to purchase for cash under the California GCL (the "Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares") shall not be converted into or represent the right to receive Reorganization Merger Consideration, but, instead, the consideration payable in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.9(c)), but shall be entitled only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 of the CGCL. Parent holders thereof shall be entitled to retain any such consideration not paid on account have their shares purchased by the Company for cash at the fair market value of such Company Dissenting Shares pending resolution as agreed upon or determined in accordance with the provisions of Section 1300 et seq. of the claims of California GCL; provided, however, that if any such holdersholder shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the remaining holders California GCL, such holder's shares of Company Capital Common Stock shall not thereupon be entitled deemed to have been converted, at the Effective Time of the Reorganization Merger, into the Reorganization Merger Consideration set forth in Section 2.1 of this Agreement, without any portion thereofinterest thereon. (b) Notwithstanding the provisions of Section 1.10(a), but subject to Section 1.12, if any Company Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive the applicable consideration in accordance with Section 1.5(a), without interest thereon, upon surrender of the certificate or certificates representing such shares of Company Capital Stock. (c) The Company shall give Parent: Acquisition (i) prompt notice of: (A) of any written demand demands pursuant to Section 1300 et seq. of the California GCL received by the Company, withdrawals of such demands and any other instruments served pursuant to the California GCL and received by the Company prior to the Effective Time to require the Company to purchase shares of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) any withdrawal of any such demand; and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL or CGCL; and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to any such demand, notice or instrumentdemands under Section 1300 et seq. of the California GCL. The Company shall not, except with the prior written consent of ParentAcquisition, make any payment or settlement offer prior to the Effective Time with respect to any such demand, notice demands for appraisal or instrument other than by operation of law offer to settle or pursuant to a final order of a court of competent jurisdictionsettle any such demands.

Company Dissenting Shares. (a) Notwithstanding any provisions provision of this Agreement to the contrary, shares of Company Capital Stock held by a holder who has made a demand for appraisal of such shares in accordance with Section 262 of the DGCL and shares of Company Capital Stock that, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares) Share shall not be converted into or represent the right to receive its applicable portion of the consideration payable in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.9(c)), Merger Consideration but shall instead be entitled only converted into the right to receive such rights consideration as are granted by may be determined to be due with respect to any such Company Dissenting Share pursuant to the DGCL to a DGCL. Each holder of Company Dissenting Shares and/or such rights as may be granted who, pursuant to a holder of Company Dissenting Shares in Chapter 13 of the CGCL. Parent shall be DGCL, becomes entitled to retain any payment thereunder for such consideration not paid on account of such Company Dissenting Shares pending resolution of shares shall receive payment therefor in accordance with the claims of such holdersDGCL (but only after the value therefor shall have been agreed upon or finally determined pursuant to the DGCL). If, and after the remaining holders of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a)Effective Time, but subject to Section 1.12, if any Company Dissenting Shares Share shall lose their its status as a Company Dissenting Share, then any such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of the loss of such status, such shares share shall automatically immediately be converted into and shall represent only the right to receive its applicable portion of the applicable consideration Merger Consideration as if such share never had been a Company Dissenting Share, and PubCo shall deliver, or cause to be delivered in accordance with Section 1.5(a)the terms of this Agreement, without interest thereonto the holder thereof, upon surrender following the satisfaction of the certificate or certificates representing applicable conditions set forth in this Section 2.10, its applicable portion of the Merger Consideration as if such shares of share had never been a Company Capital Stock. (c) Dissenting Share. The Company shall give Parent: PubCo (ia) prompt notice of: (A) of any written demand demands for appraisal received by the Company prior to the Effective Time to require the Company to purchase shares Company, withdrawals of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) any withdrawal of any such demand; demands, and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to the DGCL or CGCL; and received by the Company, and (iib) the opportunity right to participate in direct all negotiations and proceedings with respect to any such demand, notice or instrumentdemands for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentPubCo, voluntarily make any payment or settlement offer prior to the Effective Time make any payment with respect to, or settle or offer to settle, any claim or demand with respect to any such demand, notice Company Dissenting Share. The Company and the Stockholders’ Representative shall (or instrument other than by operation of law or pursuant shall cause their Affiliates to) enforce any contractual waivers that the Equity Holders have granted regarding appraisal rights that would apply to a final order of a court of competent jurisdictionthe Company Merger.

Company Dissenting Shares. (a) Notwithstanding any provisions provision of this Agreement to the contrary, shares of Company Capital Stock held by a holder who has made a demand for appraisal of such shares in accordance with Section 262 of the DGCL and shares of Company Capital Stock that, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares) Share shall not be converted into or represent the right to receive its applicable portion of the consideration payable in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.9(c)), Merger Consideration but shall instead be entitled only converted into the right to receive such rights consideration as are granted by may be determined to be due with respect to any such Company Dissenting Share pursuant to the DGCL to a DGCL. Each holder of Company Dissenting Shares and/or such rights as may be granted who, pursuant to a holder of Company Dissenting Shares in Chapter 13 of the CGCL. Parent shall be DGCL, becomes entitled to retain any payment thereunder for such consideration not paid on account of such Company Dissenting Shares pending resolution of shares shall receive payment therefor in accordance with the claims of such holdersDGCL (but only after the value therefor shall have been agreed upon or finally determined pursuant to the DGCL). If, and after the remaining holders of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a)Effective Time, but subject to Section 1.12, if any Company Dissenting Shares Share shall lose their its status as a Company Dissenting Share, then any such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of the loss of such status, such shares share shall automatically immediately be converted into and shall represent only the right to receive its applicable portion of the applicable consideration Merger Consideration as if such share never had been a Company Dissenting Share, and PubCo shall deliver, or cause to be delivered in accordance with Section 1.5(a)the terms of this Agreement, without interest thereonto the holder thereof, upon surrender following the satisfaction of the certificate or certificates representing applicable conditions set forth in this Section 2.10, its applicable portion of the Merger Consideration as if such shares of share had never been a Company Capital Stock. (c) Dissenting Share. The Company shall give Parent: PubCo (ia) prompt notice of: (A) of any written demand demands for appraisal received by the Company prior to the Effective Time to require the Company to purchase shares Company, withdrawals of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) any withdrawal of any such demand; demands, and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to the DGCL or CGCL; and received by the Company, and (iib) the opportunity right to participate in direct all negotiations and proceedings with respect to any such demand, notice or instrumentdemands for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentPubCo, voluntarily make any payment or settlement offer prior to the Effective Time make any payment with respect to, or settle or offer to settle, any claim or demand with respect to any such demand, notice Company Dissenting Share. The Company and the Stockholders’ Representative shall (or instrument other than by operation of law or pursuant shall cause their Affiliates to) enforce any contractual waivers that the Equity Holders have granted regarding appraisal rights that would apply to a final order of a court of competent jurisdictionthe Company Mergers.

Company Dissenting Shares. (a) Notwithstanding any provisions provision of this Agreement to the contrary, shares of Company Capital Common Stock that are outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 2.01(b)) and held by a holder who has made a demand for not voted in favor of adoption of this Agreement or consented thereto in writing and who has properly exercised appraisal rights of such shares in accordance with Section 262 the applicable provisions of Sections 92A.300 through 92A.500 of the DGCL and NRS (such shares of Company Capital Common Stock that, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to collectively as the “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL NRS with respect to such shares) shall not be converted into or represent the a right to receive the consideration payable in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.9(c))Merger Consideration, but instead shall be entitled to only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 Sections 92A.300 through 92A.500 of the CGCL. Parent NRS; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal pursuant to Sections 92A.300 through 92A.500 of the NRS or if a court of competent jurisdiction shall be determine that such holder is not entitled to retain any such consideration not paid on account of such Company Dissenting Shares pending resolution the relief provided by Sections 92A.300 through 92A.500 of the claims of NRS, such holders, and the remaining holders of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a), but subject to Section 1.12, if any holder’s Company Dissenting Shares shall lose their status be treated as such (through failure to perfect or otherwise), then, if they had been converted as of the later of the Effective Time or the date of the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive the applicable consideration Merger Consideration in accordance with Section 1.5(a2.01(c), without interest thereon, upon surrender of the certificate or certificates Certificate formerly representing such shares Company Dissenting Shares or transfer of Company Capital Stock. (c) the Book Entry Shares, as applicable. The Company shall give Parent: (i) prompt promptly provide Parent written notice of: (A) of any written demand demands received by the Company prior to the Effective Time to require the Company to purchase for appraisal of shares of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) Common Stock, any withdrawal of any such demand; demand and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant that relates to the DGCL or CGCL; such demand, and (ii) Parent shall have the opportunity and right to participate in direct all negotiations and proceedings with respect to any such demand, notice or instrumentdemands. The Company shall not, except Except with the prior written consent of Parent, which shall not be unreasonably withheld, conditioned or delayed, the Company shall not make any payment or settlement offer prior to the Effective Time with respect to, or settle or offer to settle, any such demand, notice or instrument other than by operation of law or pursuant to a final order of a court of competent jurisdictiondemands.

Company Dissenting Shares. (a) Notwithstanding any provisions provision of this Agreement to the contrary, shares of Company Capital Stock held by a holder who has made a demand for appraisal of such shares in accordance with Section 262 of the DGCL and shares of Company Capital Stock that, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares) Share shall not be converted into or represent the right to receive its applicable portion of the consideration payable in accordance with Section 1.5(a) (Merger Consideration or cash in lieu of fractional shares in accordance with Section 1.9(c)), Per Share Merger Consideration but shall be entitled only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 of the CGCL. Parent shall be entitled to retain any such consideration not paid on account of such Company Dissenting Shares pending resolution of the claims of such holders, and the remaining holders of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a), but subject to Section 1.12, if any Company Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of the loss of such status, such shares shall automatically instead be converted into and shall represent only the right to receive the applicable such consideration in accordance as may be determined to be due with Section 1.5(a), without interest thereon, upon surrender of the certificate or certificates representing respect to any such shares of Company Capital Stock. (c) The Company shall give Parent: (i) prompt notice of: (A) any written demand received by the Company prior to the Effective Time to require the Company to purchase shares of Company Capital Stock Dissenting Share pursuant to Section 262 of the DGCL. Each holder of Company Dissenting Shares who, pursuant to the DGCL, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with the DGCL (but only after the value therefor shall have been agreed upon or Chapter 13 finally determined pursuant to the DGCL). If, after the Effective Time, any Company Dissenting Share shall lose its status as a Company Dissenting Share, then any such share shall immediately be converted into the right to receive its Per Share Merger Consideration as if such share never had been a Company Dissenting Share, and Parent shall deliver, or cause to be delivered in accordance with the terms of this Agreement, to the holder thereof, following the satisfaction of the CGCL; applicable conditions set forth in Section 2.5, and this Section 2.6, its Per Share Merger Consideration as if such share had never been a Company Dissenting Share. The Company shall give Parent (Ba) any withdrawal prompt written notice of any demands for appraisal received by the Company, withdrawals of such demand; demands, and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to the DGCL or CGCL; and received by the Company, and (iib) the opportunity right to participate in direct all negotiations and proceedings with respect to any such demand, notice or instrumentdemands for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentParent (not to be unreasonably withheld, conditioned or delayed), voluntarily make any payment or settlement offer prior to the Effective Time make any payment with respect to, or settle or offer to settle, any claim or demand with respect to any such demandCompany Dissenting Share. The Company shall, notice or instrument other than by operation of law or pursuant shall cause its Affiliates to, enforce any contractual waivers that the Equity Holders have granted regarding appraisal rights that would apply to a final order of a court of competent jurisdictionthe Merger.

Company Dissenting Shares. Notwithstanding anything to the contrary herein, any Company Shares for which a Company Shareholder (a) Notwithstanding any provisions has not voted in favor of this Agreement the Merger or consented to it in writing and (b) has demanded the contrary, shares of Company Capital Stock held by a holder who has made a demand for appraisal of such shares Company Shares in accordance with with, and has complied in all respects with, Section 262 23B.13 of the DGCL RCW (collectively, such shareholders, the “Company Dissenting Shareholders”, and shares of Company Capital Stock thatsuch shares, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares”) shall not be converted into or represent the right to receive the consideration payable in accordance with Per Share Merger Consideration pursuant to Section 1.5(a2.1(b)(vii). From and after the Effective Time, (i) the Company Dissenting Shares shall be cancelled and extinguished and shall cease to exist and (or cash in lieu of fractional shares in accordance with Section 1.9(c)), but ii) the Company Dissenting Shareholders shall be entitled only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 them under Section 23B.13 of the CGCL. Parent shall be entitled to retain any such consideration not paid on account of such Company Dissenting Shares pending resolution of the claims of such holders, RCW and the remaining holders of Company Capital Stock shall not be entitled to exercise any portion thereof. of the voting rights or other rights of a stockholder of SPAC, the Surviving Company or any of its Affiliates (b) Notwithstanding the provisions of Section 1.10(aincluding SPAC); provided, but subject to Section 1.12, that if any Company Dissenting Shares shall lose their status as Shareholder effectively withdraws or loses such appraisal rights (whether through failure to perfect such appraisal rights or otherwise), then, then the Company Shares held by such Company Dissenting Shareholder (a) shall no longer be deemed to be Company Dissenting Shares and (b) shall be treated as of the later of if they had been converted automatically at the Effective Time or the date of the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive the Per Share Merger Consideration pursuant to Section 2.1(b)(vii) upon delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any other documents or agreements required by the Letter of Transmittal) and the surrender of the applicable consideration documents and other deliverables set forth in Section 2.5(a) and, if applicable, Section 2.5(d). Each Company Dissenting Shareholder who becomes entitled to payment for his, her or its Company Dissenting Shares pursuant to the RCW shall receive payment thereof from the Company in accordance with Section 1.5(a), without interest thereon, upon surrender of the certificate or certificates representing such shares of Company Capital Stock. (c) RCW. The Company shall give Parent: (i) SPAC prompt notice of: (A) of any written demand demands for appraisal of any Company Shares, attempted withdrawals of such demands and any other documents or instruments served pursuant to the RCW and received by the Company prior relating to stockholders’ rights of appraisal in accordance with the Effective Time to require provisions of Section 23B.13 of the RCW, and SPAC shall, at its sole cost and expense, have the right to, and the Company to purchase shares of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) any withdrawal of any such demand; and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL or CGCL; and (ii) shall provide SPAC the opportunity to to, participate in all negotiations and proceedings with respect to any all such demand, notice or instrumentdemands. The Company shall not, except with the prior written consent of ParentSPAC (which consent shall not be unreasonably withheld, conditioned, or delayed), settle, or make any payment payment, or settlement offer prior to the Effective Time deliver any consideration, with respect to to, any such demand, notice or instrument other than by operation of law or pursuant to a final order of a court of competent jurisdiction.

Company Dissenting Shares. Notwithstanding anything to the contrary herein, any Company Shares for which a Company Shareholder (a) Notwithstanding any provisions has not voted in favor of this Agreement the Merger or consented to it in writing and (b) has demanded the contrary, shares of Company Capital Stock held by a holder who has made a demand for appraisal of such shares Company Shares in accordance with with, and has complied in all respects with, Section 262 of the DGCL (collectively, such shareholders, the “Company Dissenting Shareholders”, and shares of Company Capital Stock thatsuch shares, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares”) shall not be converted into or represent the right to receive the consideration payable in accordance with Per Share Merger Consideration pursuant to Section 1.5(a2.1(g). From and after the Effective Time, (i) the Company Dissenting Shares shall be cancelled and extinguished and shall cease to exist and (or cash in lieu of fractional shares in accordance with Section 1.9(c)), but ii) the Company Dissenting Shareholders shall be entitled only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 them under Section 262 of the CGCL. Parent shall be entitled to retain any such consideration not paid on account of such Company Dissenting Shares pending resolution of the claims of such holders, DGCL and the remaining holders of Company Capital Stock shall not be entitled to exercise any portion thereof. of the voting rights or other rights of a stockholder of ENVI, the Surviving Company or any of their respective Affiliates (b) Notwithstanding the provisions of Section 1.10(aincluding ENVI); provided, but subject to Section 1.12, that if any Company Dissenting Shares shall lose their status as Shareholder effectively withdraws or loses such appraisal rights (whether through failure to perfect such appraisal rights or otherwise), then, then the Company Shares held by such Company Dissenting Shareholder (A) shall no longer be deemed to be Company Dissenting Shares and (B) shall be treated as of the later of if they had been converted automatically at the Effective Time or the date of the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive the Per Share Merger Consideration pursuant to Section 2.1(g) upon delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any other documents or agreements required by the Letter of Transmittal) and the surrender of the applicable consideration documents and other deliverables set forth in Section 2.5(d). Each Company Dissenting Shareholder who becomes entitled to payment for his, her or its Company Dissenting Shares pursuant to the DGCL shall receive payment thereof from the Company in accordance with Section 1.5(a), without interest thereon, upon surrender of the certificate or certificates representing such shares of Company Capital Stock. (c) DGCL. The Company shall give Parent: (i) ENVI prompt notice of: (A) of any written demand demands for appraisal of any Company Share, attempted withdrawals of such demands and any other documents or instruments served pursuant to the DGCL and received by the Company prior relating to stockholders’ rights of appraisal in accordance with the Effective Time to require the Company to purchase shares provisions of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) any withdrawal of any such demand; DGCL, and (C) any other demandENVI shall, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL or CGCL; at its sole cost and (ii) expense, have the opportunity to participate in in, but not control, all negotiations and proceedings Proceedings with respect to any all such demand, notice or instrumentdemands. The Company shall not, except with the prior written consent of ParentENVI (which Consent shall not be unreasonably withheld, conditioned, or delayed), settle, or make any payment payment, or settlement offer prior to the Effective Time deliver any consideration, with respect to to, any such demand, notice or instrument other than by operation of law or pursuant to a final order of a court of competent jurisdiction.

Company Dissenting Shares. (a) Notwithstanding any provisions provision of this Agreement to the contrary, shares of Company Capital Class A Common Stock that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has made a demand shall have neither voted in favor of the Merger nor consented thereto in writing and who shall have demanded properly in writing appraisal for appraisal of such shares in accordance with Section 262 of the DGCL and Delaware Law (collectively, the “Company Dissenting Shares”) shall not be converted into, or represent the right to receive, the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such shares of Company Capital Class A Common Stock thatheld by them in accordance with the provisions of Section 262 of the Delaware Law, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such shares under Section 262 of the Delaware Law shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares) shall not be converted into or represent the right to receive the consideration payable in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.9(c)), but shall be entitled only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 of the CGCL. Parent shall be entitled to retain any such consideration not paid on account of such Company Dissenting Shares pending resolution of the claims of such holders, and the remaining holders of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a), but subject to Section 1.12, if any Company Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive the applicable consideration in accordance with Section 1.5(a)Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates formerly representing such shares of Company Capital Class A Common Stock in accordance with Section 1.13 or, in the case of holders of book-entry shares of Class A Common Stock, upon compliance with the letter of transmittal sent to them in accordance with Section 1.13. (cb) The Company shall give Parent: NWC (i) prompt notice of: (A) of any written demand demands for appraisal received by the Company, withdrawals of such demands, and any other related instruments received by the Company prior to the Effective Time to require the Company to purchase shares of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) any withdrawal of any such demand; and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL or CGCL; and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to any such demand, notice or instrumentdemands for appraisal under the Delaware Law. The Company shall not, except with the prior written consent of ParentNWC, make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal or offer to settle or settle any such demand, notice or instrument other than by operation of law or pursuant to a final order of a court of competent jurisdictiondemands.

Company Dissenting Shares. (a) Notwithstanding any provisions provision of this Agreement to the contrary, shares of Company Capital Stock held by a holder who has made a demand for appraisal of such shares in accordance with Section 262 of the DGCL and shares of Company Capital Stock that, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares) Share shall not be converted into or represent the right to receive its applicable portion of the Aggregate Consideration but shall instead be converted into the right to receive such consideration payable as may be determined to be due with respect to any such Company Dissenting Share pursuant to the CCC. Each holder of Company Dissenting Shares who, pursuant to the CCC, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with Section 1.5(athe CCC (but only after the value therefor shall have been agreed upon or finally determined pursuant to the CCC). At the Effective Time, (a) all Company Dissenting Shares shall be cancelled, extinguished and cease to exist and (or cash in lieu b) the holders of fractional shares in accordance with Section 1.9(c)), but Company Dissenting Shares shall be entitled only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a them under the CCC. If any such holder of Company Dissenting Shares in fails to perfect or otherwise waives, withdraws or loses such holder’s right to appraisal pursuant to Chapter 13 of the CGCL. Parent shall CCC or other applicable Law, then the right of such holder to be entitled to retain any such consideration not paid on account the fair value of such Company Dissenting Shares pending resolution of the claims of shall cease and such holders, and the remaining holders of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a), but subject to Section 1.12, if any Company Dissenting Shares shall lose their status as such (through failure be deemed to perfect or otherwise), thenhave been converted, as of the later of the Effective Time or the date of the loss of such statusTime, such shares shall automatically be converted into and shall represent only be exchangeable solely for the right to receive its applicable portion of the applicable consideration Aggregate Consideration as if such share never had been a Company Dissenting Share, and Parent shall deliver, or cause to be delivered in accordance with Section 1.5(a)the terms of this Agreement, without interest thereonto the holder thereof, upon surrender following the satisfaction of the certificate or certificates representing applicable conditions set forth in this Section 2.7, its applicable portion of the Aggregate Consideration as if such shares of share had never been a Company Capital Stock. (c) Dissenting Share. The Company shall give Parent: Parent (i) prompt notice of: (A) of any written demand demands for appraisal received by the Company prior to the Effective Time to require the Company to purchase shares Company, withdrawals of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) any withdrawal of any such demand; demands, and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to the DGCL or CGCL; CCC and received by the Company, and (ii) the opportunity right to participate in direct all negotiations and proceedings with respect to any such demand, notice or instrumentdemands for appraisal under the CCC. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or settlement offer prior to the Effective Time make any payment with respect to, or settle or offer to settle, any claim or demand with respect to any such demand, notice Company Dissenting Share. The Company shall (or instrument other than by operation of law or pursuant shall cause their Affiliates to) enforce any contractual waivers that the Company Stockholders have granted regarding appraisal rights that would apply to a final order of a court of competent jurisdictionthe Merger.

Company Dissenting Shares. (a) Notwithstanding any provisions of anything in this Agreement to the contrary, shares of Company Capital Stock held outstanding immediately prior to the Acquisition Merger Effective Time and owned by a holder Company Stockholder who is entitled to demand and has made a demand properly demanded appraisal for appraisal of such shares in accordance with with, and who complies in all respects with, Section 262 of the DGCL and shares of Company Capital Stock that(such shares, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until ”), shall not be converted into the right to receive the Per Share Consideration and shall instead entitle the holder thereof only to such time rights as are granted to a holder of Company Dissenting Shares by Section 262 of the DGCL. If any such holder Company Stockholder fails to perfect or otherwise waives, withdraws or loses such holderCompany Stockholder’s right to appraisal under Section 262 of the DGCL with respect to any Company Dissenting Shares, then such Company Dissenting Shares shall thereupon cease to be Company Dissenting Shares and shall be deemed to have been converted, as of the Acquisition Merger Effective Time, into and shall be exchangeable solely for the right to receive the Per Share Consideration in accordance with this Article III. The Company shall give SPAC prompt written notice (and in any event within one (1) Business Day) of any demands received by the Company for appraisal of shares of Company Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to the actual or purported assertion or exercise of appraisal rights under Section 262 of the DGCL or other Law, and Chapter 13 of the CGCL with respect to such shares) SPAC shall not be converted into or represent have the right to receive the consideration payable in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.9(c)), but shall be entitled only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 of the CGCL. Parent shall be entitled to retain any such consideration not paid on account of such Company Dissenting Shares pending resolution of the claims of such holders, and the remaining holders of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a), but subject to Section 1.12, if any Company Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive the applicable consideration in accordance with Section 1.5(a), without interest thereon, upon surrender of the certificate or certificates representing such shares of Company Capital Stock. (c) The Company shall give Parent: (i) prompt notice of: (A) any written demand received by the Company prior to the Effective Time to require the Company to purchase shares of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) any withdrawal of any such demand; and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL or CGCL; and (ii) the opportunity to participate in all negotiations and proceedings with respect to any such demanddemands. Prior to the Acquisition Merger Effective Time, notice or instrument. The the Company shall not, except with the prior written consent of ParentSPAC, make any payment or settlement offer prior to the Effective Time with respect to, or settle or compromise or offer to settle or compromise, any such demanddemands or waive any failure to timely deliver a written demand for appraisal or otherwise comply with the provisions under Section 262 of the DGCL, notice or instrument other than by operation agree or commit to do any of law or pursuant to a final order of a court of competent jurisdictionthe foregoing.

Company Dissenting Shares. (a) In the event that Parent waives the requirement that all of the Company Stockholders sign the Stockholder Consent as contemplated by Section 1.5(a)(i), certain Company Stockholders may have appraisal rights under the DGCL. Notwithstanding any provisions provision of this Agreement to the contrary, shares of Company Capital Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has made a demand for properly exercises appraisal of rights with respect to such shares in accordance with Section 262 the applicable provisions of the DGCL and (such shares of Company Capital Common Stock that, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to collectively as the “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares) shall not be converted into or represent the a right to receive their respective portion of the consideration payable in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.9(c))Aggregate Merger Consideration, but instead shall be entitled to only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 Section 262 of the CGCL. Parent shall be DGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or loses such holder’s right to appraisal pursuant to the DGCL, or if a court of competent jurisdiction determines that such holder is not entitled to retain any the relief provided by the DGCL, such consideration not paid on account of such Company Dissenting Shares pending resolution of the claims of such holders, and the remaining holders of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a), but subject to Section 1.12, if any holder’s Company Dissenting Shares shall lose their status be treated as such (through failure to perfect or otherwise), then, if they had been converted as of the later of the Effective Time or the date of the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive such holder’s portion of the applicable consideration Aggregate Merger Consideration in accordance with Section 1.5(a)the Consideration Spreadsheet, without interest thereon, upon surrender of the stock certificate or certificates formerly representing such shares of Company Capital Stock. (c) Dissenting Shares. The Company shall give Parent: (i) provide Parent prompt written notice of: (A) of any written demand demands received by the Company prior to the Effective Time to require the Company to purchase for appraisal of shares of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) Stock, any withdrawal of any such demand; demand and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant that relates to such demand, and the DGCL or CGCL; and (ii) Company shall have the opportunity and right to participate in direct all negotiations and proceedings Legal Proceedings with respect to any such demand, notice or instrument. The demands Neither Parent nor the Company shall notshall, except with the prior written consent of Parentthe other, make any payment or settlement offer prior to the Effective Time with respect to, or settle or offer to settle, any such demand, notice or instrument other than by operation of law or pursuant to a final order of a court of competent jurisdictiondemands.

Company Dissenting Shares. (a) Notwithstanding any provisions of anything in this Agreement to the contrary, shares of Company Capital Stock Common Shares that are outstanding immediately prior to the Effective Time and that are held by a holder any Person who has made a demand for is entitled to demand, and who properly demands, appraisal of such shares Company Common Shares pursuant to, and who complies in accordance with all respects with, Section 262 60.551 through and including Section 60.594 of the DGCL and shares of Company Capital Stock that, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as Sections, “Section 60.551 et sec.” and, such Company Common Shares, “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares”) shall not be converted into or represent the right to receive the consideration payable Merger Consideration as provided in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.9(c)3.01(b), but rather, the holders of Company Dissenting Shares shall be entitled only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 payment of the CGCL. Parent shall be entitled to retain any such consideration not paid on account fair value of such Company Dissenting Shares pending resolution of in accordance with Section 60.551 et sec. (and, at the claims of Effective Time, such holders, and the remaining holders of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a), but subject to Section 1.12, if any Company Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of the loss of such status, such shares no longer be outstanding and shall automatically be converted into cancelled and shall represent only cease to exist, and such holders shall cease to have any right with respect thereto, except the right to receive the applicable consideration fair value of such Dissenting Shares in accordance with Section 1.5(a60.551 et sec.); provided, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 60.551 et sec., then the right of such holder to be paid the fair value of such holder’s Company Dissenting Shares shall cease and such Company Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, the right to receive the Merger Consideration (without interest thereon, upon surrender of the certificate or certificates representing such shares of Company Capital Stock. (c) as provided in Section 3.01(b). The Company shall give Parent: (i) prompt notice of: (A) notify Parent as promptly as reasonably practicable of any written demand demands received by the Company prior to the Effective Time to require the Company to purchase shares of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) any withdrawal for appraisal of any such demand; Company Common Shares, and (C) any other demand, notice or instrument delivered to Parent shall have the Company prior to the Effective Time pursuant to the DGCL or CGCL; and (ii) the opportunity right to participate in all negotiations and proceedings with respect to any such demanddemands. Prior to the Effective Time, notice or instrument. The the Company shall not, except with without the prior written consent of ParentParent (which consent shall not be unreasonably withheld, delayed or conditioned), voluntarily make any payment or settlement offer prior to the Effective Time with respect to, or settle or offer to settle, any such demanddemands, notice or instrument other than by operation agree to do any of law or pursuant to a final order of a court of competent jurisdictionthe foregoing.

Company Dissenting Shares. (a) Notwithstanding any provisions of anything in this Agreement to the contrary, shares of Company Capital Stock Common Shares that are outstanding immediately prior to the Merger Effective Time and that are held by a holder any Person who has made a demand for is entitled to demand, and who properly demands, appraisal of such shares Company Common Shares pursuant to, and who complies in accordance with all respects with, Section 262 of the DGCL (such Section, “Section 262,” and shares of such Company Capital Stock thatCommon Shares, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares”) shall not be converted into or represent the right to receive the consideration payable Merger Consideration as provided in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.9(c)4.01(b), but shall be entitled only to such rights as are granted by rather, the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 of the CGCL. Parent shall be entitled to retain any such consideration not paid on account holders of such Company Dissenting Shares pending resolution shall, with respect to such Company Dissenting Shares, be entitled only to payment of the claims fair value of such holders, and the remaining holders of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Dissenting Shares in accordance with Section 1.10(a), but subject to Section 1.12, 262; provided that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal of such Company Dissenting Shares under Section 262, then (i) the right of such holder to be paid the fair value of such holder’s Company Dissenting Shares shall lose their status as cease, (ii) such (through failure Company Dissenting Shares shall be deemed to perfect or otherwise), then, have been converted as of the later of the Merger Effective Time or the date of the loss of such statusinto, such shares shall automatically be converted into and shall represent only to have become exchangeable solely for, the right to receive the applicable consideration in accordance with Section 1.5(a), Merger Consideration (without interest thereon) as provided in Section 4.01(b),, upon surrender and (iii) Parent shall deposit, or cause the Surviving Corporation to deposit with the Company Paying Agent, cash in an amount sufficient to pay the product of the certificate or certificates representing such shares Merger Consideration multiplied by the number of Company Capital Stock. (c) Dissenting Shares held by such holder. The Company shall give Parent: (i) prompt notice of: (A) notify Parent as promptly as reasonably practicable of any written demand demands received by the Company prior to the Effective Time to require the Company to purchase shares of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) any withdrawal for appraisal of any such demand; Company Common Shares, and (C) any other demand, notice or instrument delivered to Parent shall have the Company prior to the Effective Time pursuant to the DGCL or CGCL; and (ii) the opportunity right to participate in all negotiations and proceedings with respect to any such demanddemands. Prior to the Merger Effective Time, notice or instrument. The the Company shall not, except with without the prior written consent of ParentParent (which consent shall not be unreasonably withheld), voluntarily make any payment or settlement offer prior to the Effective Time with respect to, or settle or offer to settle, any such demanddemands, notice or instrument other than by operation agree to do any of law or pursuant to a final order of a court of competent jurisdictionthe foregoing.

Company Dissenting Shares. (a) Notwithstanding any provisions of this Agreement anything to the contrarycontrary contained herein, none of the shares of Company Capital Common Stock held by issued and outstanding immediately prior to the First Effective Time, the holder (a holder “Dissenting Stockholder”) of which has not voted in favor of the First Merger or consented thereto in writing and who has made a demand for demanded such holder’s right to appraisal of such shares in accordance with Section 262 of the DGCL and shares of Company Capital Stock that(collectively, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such ”), and who has not effectively withdrawn or lost its rights to appraisal, shall be not converted into the right to receive any of the consideration provided by Section 1.8(b). At the First Effective Time, all Company Dissenting Shares shall be canceled and shall cease to exist and shall represent the right to receive only those rights provided under Section 262 of the DGCL. If, after the First Effective Time any holder of Company Dissenting Shares withdraws, loses or fails to perfect or otherwise loses such holder’s rights to appraisal, such shares shall be treated as if they had been converted as of the First Effective Time into the consideration provided by Section 1.8(b). The Company shall promptly notify the Purchaser upon receipt of any written demands for appraisal rights under Section 262 of the DGCL and Chapter 13 any withdrawals of such demands and the CGCL with respect to such shares) Purchaser shall not be converted into or represent have the right to receive the consideration payable in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.9(c)), but shall be entitled only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 of the CGCL. Parent shall be entitled to retain any such consideration not paid on account of such Company Dissenting Shares pending resolution of the claims of such holders, and the remaining holders of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a), but subject to Section 1.12, if any Company Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive the applicable consideration in accordance with Section 1.5(a), without interest thereon, upon surrender of the certificate or certificates representing such shares of Company Capital Stock. (c) The Company shall give Parent: (i) prompt notice of: (A) any written demand received by the Company prior to the Effective Time to require the Company to purchase shares of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) any withdrawal of any such demand; and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL or CGCL; and (ii) the opportunity to participate in direct all negotiations and proceedings with respect to any such demand, notice or instrumentdemands. The Company shall not, except with the prior written consent of Parentthe Purchaser, make any payment with respect to, or settlement settle or offer prior to settle, any such demands. Notwithstanding anything to the Effective Time contrary contained in this Agreement, for all purposes of this Agreement, the Closing Merger Shares Consideration shall be reduced by the number of Company Dissenting Shares, and the Dissenting Stockholders shall have no rights to any portion of the Closing Merger Shares Consideration with respect to any such demand, notice or instrument other than by operation of law or pursuant to a final order of a court of competent jurisdictionCompany Dissenting Shares.

Company Dissenting Shares. (a) Notwithstanding any provisions provision of this Agreement to the contrary, shares of Company Capital Stock held by a holder who has made a demand for appraisal of such shares in accordance with Section 262 of the DGCL and shares of Company Capital Stock that, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares) Share shall not be converted into or represent the right to receive its applicable portion of the consideration payable in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.9(c)), Merger Consideration but shall be entitled only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 of the CGCL. Parent shall be entitled to retain any such consideration not paid on account of such Company Dissenting Shares pending resolution of the claims of such holders, and the remaining holders of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a), but subject to Section 1.12, if any Company Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of the loss of such status, such shares shall automatically instead be converted into and shall represent only the right to receive the applicable such consideration in accordance as may be determined to be due with Section 1.5(a), without interest thereon, upon surrender of the certificate or certificates representing respect to any such shares of Company Capital Stock. (c) The Company shall give Parent: (i) prompt notice of: (A) any written demand received by the Company prior to the Effective Time to require the Company to purchase shares of Company Capital Stock Dissenting Share pursuant to Section 262 of the DGCL or or, if applicable, Chapter 13 of the CGCL; California Corporations Code (B) any withdrawal the “CCC”). Each holder of any such demand; and (C) any other demandCompany Dissenting Shares who, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL or CGCL; the CCC, becomes entitled to payment thereunder for such shares shall receive payment therefor in accordance with the DGCL or the CCC, as applicable (but only after the value therefor shall have been agreed upon or finally determined pursuant to the DGCL or the CCC, as applicable). If, after the Effective Time, any Company Dissenting Share shall lose its status as a Company Dissenting Share, then any such share shall immediately be converted into the right to receive its Per Share Merger Consideration as if such share never had been a Company Dissenting Share, and Parent (or following the Closing, the Company) shall deliver, or cause to be delivered in accordance with the terms of this Agreement, to the holder thereof, following the satisfaction of the applicable conditions set forth in Section 2.4, this Section 2.5 and Section 2.6, its Per Share Merger Consideration as if such share had never been a Company Dissenting Share. The Company shall give Parent (a) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to the DGCL or the CCC, as applicable, and received by the Company, and (iib) the reasonable opportunity to participate in all negotiations and proceedings with respect to any such demand, notice or instrumentdemands for appraisal under the DGCL. The Company shall not, except with the prior written consent of ParentParent (which consent shall not be unreasonably withheld, conditioned or delayed), voluntarily make any payment or settlement offer prior to the Effective Time make any payment with respect to, or settle or offer to settle, any claim or demand with respect to any such demandCompany Dissenting Share. The Company shall, notice or instrument other than by operation of law or pursuant shall cause its Affiliates to, enforce any contractual waivers that the Equity Holders have granted regarding appraisal rights that would apply to a final order of a court of competent jurisdictionthe Merger.

Company Dissenting Shares. Notwithstanding anything to the contrary herein, any Company Shares for which a Company Shareholder (a) Notwithstanding any provisions has not voted in favor of this Agreement the Merger or consented to it in writing and (b) has demanded the contrary, shares of Company Capital Stock held by a holder who has made a demand for appraisal of such shares Company Shares in accordance with with, and has complied in all respects with, Section 262 of the DGCL (collectively, such shareholders, the “Company Dissenting Shareholders”, and shares of Company Capital Stock thatsuch shares, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares”) shall not be converted into or represent the right to receive the consideration payable in accordance with Per Share Merger Consideration pursuant to Section 1.5(a2.1(b)(vii). From and after the Effective Time, (i) the Company Dissenting Shares shall be cancelled and extinguished and shall cease to exist and (or cash in lieu of fractional shares in accordance with Section 1.9(c)), but ii) the Company Dissenting Shareholders shall be entitled only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 them under Section 262 of the CGCL. Parent shall be entitled to retain any such consideration not paid on account of such Company Dissenting Shares pending resolution of the claims of such holders, DGCL and the remaining holders of Company Capital Stock shall not be entitled to exercise any portion thereof. of the voting rights or other rights of a stockholder of ARYA, the Surviving Company or any of its Affiliates (b) Notwithstanding the provisions of Section 1.10(aincluding ARYA); provided, but subject to Section 1.12, that if any Company Dissenting Shares shall lose their status as Shareholder effectively withdraws or loses such appraisal rights (whether through failure to perfect such appraisal rights or otherwise), then, then the Company Shares held by such Company Dissenting Shareholder (A) shall no longer be deemed to be Company Dissenting Shares and (B) shall be treated as of the later of if they had been converted automatically at the Effective Time or the date of the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive the Per Share Merger Consideration pursuant to Section 2.1(b)(vii) upon delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any other documents or agreements required by the Letter of Transmittal) and the surrender of the applicable consideration documents and other deliverables set forth in Section 2.5(d). Each Company Dissenting Shareholder who becomes entitled to payment for his, her or its Company Dissenting Shares pursuant to the DGCL shall receive payment thereof from the Company in accordance with Section 1.5(a), without interest thereon, upon surrender of the certificate or certificates representing such shares of Company Capital Stock. (c) DGCL. The Company shall give Parent: (i) ARYA prompt notice of: (A) of any written demand demands for appraisal of any Company Share, attempted withdrawals of such demands and any other documents or instruments served pursuant to the DGCL and received by the Company prior relating to stockholders’ rights of appraisal in accordance with the Effective Time to require the Company to purchase shares provisions of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) any withdrawal of any such demand; DGCL, and (C) any other demandARYA shall, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL or CGCL; at its sole cost and (ii) expense, have the opportunity to participate in in, but not control, all negotiations and proceedings with respect to any all such demand, notice or instrumentdemands. The Company shall not, except with the prior written consent of ParentARYA (which consent shall not be unreasonably withheld, conditioned, or delayed), settle, or make any payment payment, or settlement offer prior to the Effective Time deliver any consideration, with respect to to, any such demand, notice or instrument other than by operation of law or pursuant to a final order of a court of competent jurisdiction.

Company Dissenting Shares. (a) Notwithstanding any provisions provision of this Agreement to the contrary, shares of Company Capital Stock held by a holder who has made a demand for appraisal of such shares in accordance with Section 262 of the DGCL and shares of Company Capital Stock that, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares) Share shall not be converted into or represent the right to receive its applicable portion of the consideration payable in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.9(c)), Merger Consideration but shall instead be entitled only converted into the right to receive such rights consideration as are granted by may be determined to be due with respect to any such Company Dissenting Share pursuant to the DGCL to a DGCL. Each holder of Company Dissenting Shares and/or such rights as may be granted who, pursuant to a holder of Company Dissenting Shares in Chapter 13 of the CGCL. Parent shall be DGCL, becomes entitled to retain any payment thereunder for such consideration not paid on account of such Company Dissenting Shares pending resolution of shares shall receive payment therefor in accordance with the claims of such holdersDGCL (but only after the value therefor shall have been agreed upon or finally determined pursuant to the DGCL). If, and after the remaining holders of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a)Effective Time, but subject to Section 1.12, if any Company Dissenting Shares Share shall lose their its status as a Company Dissenting Share, then any such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of the loss of such status, such shares share shall automatically immediately be converted into and shall represent only the right to receive its applicable portion of the applicable consideration Merger Consideration as if such share never had been a Company Dissenting Share, and Parent shall deliver, or cause to be delivered in accordance with Section 1.5(a)the terms of this Agreement, without interest thereonto the holder thereof, upon surrender following the satisfaction of the certificate or certificates representing applicable conditions set forth in this Section 2.5, its applicable portion of the Merger Consideration as if such shares of share had never been a Company Capital Stock. (c) Dissenting Share. The Company shall give Parent: Parent (ia) prompt notice of: (A) of any written demand demands for appraisal received by the Company prior to the Effective Time to require the Company to purchase shares Company, withdrawals of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) any withdrawal of any such demand; demands, and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to the DGCL or CGCL; and received by the Company, and (iib) the opportunity right to participate in direct all negotiations and proceedings with respect to any such demand, notice or instrumentdemands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or settlement offer prior to the Effective Time make any payment with respect to, or settle or offer to settle, any claim or demand with respect to any such demand, notice Company Dissenting Share. The Company shall (or instrument other than by operation of law or pursuant shall cause its Affiliates to) enforce any contractual waivers that the Equityholders have granted regarding appraisal rights that would apply to a final order of a court of competent jurisdictionthe Merger.

Company Dissenting Shares. Notwithstanding anything to the contrary herein, any Company Shares for which a Company Shareholder (a) Notwithstanding any provisions has not voted in favor of this Agreement the Merger or consented to it in writing and (b) has demanded the contrary, shares of Company Capital Stock held by a holder who has made a demand for appraisal of such shares Company Shares in accordance with with, and has complied in all respects with, Section 262 of the DGCL (collectively, such shareholders, the “Company Dissenting Shareholders”, and shares of Company Capital Stock thatsuch shares, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares”) shall not be converted into or represent the right to receive the consideration payable in accordance with Per Share Merger Consideration pursuant to Section 1.5(a2.1(b)(vii). From and after the Effective Time, (i) the Company Dissenting Shares shall be cancelled and extinguished and shall cease to exist and (or cash in lieu of fractional shares in accordance with Section 1.9(c)), but ii) the Company Dissenting Shareholders shall be entitled only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in Chapter 13 them under Section 262 of the CGCL. Parent shall be entitled to retain any such consideration not paid on account of such Company Dissenting Shares pending resolution of the claims of such holders, DGCL and the remaining holders of Company Capital Stock shall not be entitled to exercise any portion thereof. of the voting rights or other rights of a stockholder of BCSA, the Surviving Company or any of its Affiliates (b) Notwithstanding the provisions of Section 1.10(aincluding BCSA); provided, but subject to Section 1.12, that if any Company Dissenting Shares shall lose their status as Shareholder effectively withdraws or loses such appraisal rights (whether through failure to perfect such appraisal rights or otherwise), then, then the Company Shares held by such Company Dissenting Shareholder (a) shall no longer be deemed to be Company Dissenting Shares and (b) shall be treated as of the later of if they had been converted automatically at the Effective Time or the date of the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive the Per Share Merger Consideration pursuant to Section 2.1(b)(vii) upon delivery of a properly completed and duly executed Letter of Transmittal (including, for the avoidance of doubt, any other documents or agreements required by the Letter of Transmittal) and the surrender of the applicable consideration documents and other deliverables set forth in Section 2.5(d). Each Company Dissenting Shareholder who becomes entitled to payment for his, her or its Company Dissenting Shares pursuant to the DGCL shall receive payment thereof from the Company in accordance with Section 1.5(a), without interest thereon, upon surrender of the certificate or certificates representing such shares of Company Capital Stock. (c) DGCL. The Company shall give Parent: (i) BCSA prompt notice of: (A) of any written demand demands for appraisal of any Company Shares, attempted withdrawals of such demands and any other documents or instruments served pursuant to the DGCL and received by the Company prior relating to stockholders’ rights of appraisal in accordance with the Effective Time to require the Company to purchase shares provisions of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of DGCL, and BCSA shall, at its sole cost and expense, have the CGCL; (B) any withdrawal of any such demand; right to, and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL or CGCL; and (ii) shall provide BCSA the opportunity to to, participate in all negotiations and proceedings with respect to any all such demand, notice or instrumentdemands. The Company shall not, except with the prior written consent of ParentBCSA (which consent shall not be unreasonably withheld, conditioned, or delayed), settle, or make any payment payment, or settlement offer prior to the Effective Time deliver any consideration, with respect to to, any such demand, notice or instrument other than by operation of law or pursuant to a final order of a court of competent jurisdiction.

Company Dissenting Shares. Notwithstanding anything to the contrary herein, if required by the WBCA (but only to the extent required thereby) any Company Shares for which a Company Shareholder (a) Notwithstanding any provisions has not voted in favor of this Agreement the Merger or consented to it in writing and (b) has demanded the contrary, shares of Company Capital Stock held by a holder who has made a demand for appraisal of such shares Company Shares in accordance with Section 262 with, and has complied in all respects with, Chapter 23B.13 of the DGCL WBCA and shares of have not effectively withdrawn such demand (collectively, such shareholders, the “Company Capital Stock thatDissenting Shareholders”, as of and such shares, the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares”) shall not be converted into or represent the right to receive the consideration payable in accordance with Per Share Merger Consideration pursuant to Section 1.5(a2.1(i). From and after the Effective Time, (i) the Company Dissenting Shares shall be cancelled and extinguished and shall cease to exist and (or cash in lieu of fractional shares in accordance with Section 1.9(c)), but ii) the Company Dissenting Shareholders shall be entitled only to such rights as are granted by the DGCL to a holder of Company Dissenting Shares and/or such rights as may be granted to a holder of Company Dissenting Shares in them under Chapter 13 23B.13 of the CGCL. Parent shall be entitled to retain any such consideration not paid on account of such Company Dissenting Shares pending resolution of the claims of such holders, WBCA and the remaining holders of Company Capital Stock shall not be entitled to exercise any portion thereof. of the voting rights or other rights of a stockholder of Cascadia, the Surviving Company or any of its Affiliates (b) Notwithstanding the provisions of Section 1.10(aincluding Cascadia); provided, but subject to Section 1.12, that if any Company Dissenting Shares shall lose their status as Shareholder effectively withdraws or loses such appraisal rights (whether through failure to perfect such appraisal rights or otherwise), then, then the Company Shares held by such Company Dissenting Shareholder (A) shall no longer be deemed to be Company Dissenting Shares and (B) shall be treated as of the later of if they had been converted automatically at the Effective Time or the date of the loss of such status, such shares shall automatically be converted into and shall represent only the right to receive the applicable consideration Per Share Merger Consideration pursuant to Section 2.1(i). Each Company Dissenting Shareholder who becomes entitled to payment for his, her or its Company Dissenting Shares pursuant to the WBCA shall receive payment thereof from the Company in accordance with Section 1.5(a), without interest thereon, upon surrender of the certificate or certificates representing such shares of Company Capital Stock. (c) WBCA. The Company shall give Parent: (i) Xxxxxxxx prompt notice of: (A) of any written demand demands for appraisal of any Company Share, attempted withdrawals of such demands and any other documents or instruments served pursuant to the WBCA and received by the Company prior relating to stockholders’ rights of appraisal in accordance with the Effective Time to require the Company to purchase shares provisions of Company Capital Stock pursuant to Section 262 Chapter 23B.13 of the DGCL or Chapter 13 of the CGCL; (B) any withdrawal of any such demand; WBCA, and (C) any other demandCascadia shall, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL or CGCL; at its sole cost and (ii) expense, have the opportunity to participate in in, but not control, all negotiations and proceedings with respect to any all such demand, notice or instrumentdemands. The Company shall not, except with the prior written consent of ParentCascadia (which consent shall not be unreasonably withheld, conditioned, or delayed), settle, or make any payment payment, or settlement offer prior to the Effective Time deliver any consideration, with respect to to, any such demand, notice or instrument other than by operation of law or pursuant to a final order of a court of competent jurisdiction.

Company Dissenting Shares. (a) Notwithstanding any provisions provision of this Agreement to the contrary, shares of Company Capital Stock held by a holder who has made a demand for appraisal of such shares in accordance with Section 262 of the DGCL and shares of Company Capital Stock that, as of the Effective Time, are or may become “dissenting shares” within the meaning of Section 1300(b) of the California Corporations Code (any such shares being referred to as “Company Dissenting Shares” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL and Chapter 13 of the CGCL with respect to such shares) Share shall not be converted into or represent the right to receive its applicable portion of the consideration payable in accordance with Section 1.5(a) (or cash in lieu of fractional shares in accordance with Section 1.9(c)), Merger Consideration but shall instead be entitled only converted into the right to receive such rights consideration as are granted by may be determined to be due with respect to any such Company Dissenting Share pursuant to the DGCL to a DGCL. Each holder of Company Dissenting Shares and/or such rights as may be granted who, pursuant to a holder of Company Dissenting Shares in Chapter 13 of the CGCL. Parent shall be DGCL, becomes entitled to retain any payment thereunder for such consideration not paid on account of such Company Dissenting Shares pending resolution of shares shall receive payment therefor in accordance with the claims of such holdersDGCL (but only after the value therefor shall have been agreed upon or finally determined pursuant to the DGCL). If, and after the remaining holders of Company Capital Stock shall not be entitled to any portion thereof. (b) Notwithstanding the provisions of Section 1.10(a)Effective Time, but subject to Section 1.12, if any Company Dissenting Shares Share shall lose their its status as a Company Dissenting Share, then any such (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of the loss of such status, such shares share shall automatically immediately be converted into and shall represent only the right to receive its applicable portion of the applicable consideration Merger Consideration as if such share never had been a Company Dissenting Share, and Parent shall deliver, or cause to be delivered in accordance with Section 1.5(a)the terms of this Agreement, without interest thereonto the holder thereof, upon surrender following the satisfaction of the certificate or certificates representing applicable conditions set forth in this Section 2.7, its applicable portion of the Merger Consideration as if such shares of share had never been a Company Capital Stock. (c) Dissenting Share. The Company shall give Parent: Parent (ia) prompt notice of: (A) of any written demand demands for appraisal received by the Company prior to the Effective Time to require the Company to purchase shares Company, withdrawals of Company Capital Stock pursuant to Section 262 of the DGCL or Chapter 13 of the CGCL; (B) any withdrawal of any such demand; demands, and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time instruments served pursuant to the DGCL or CGCL; and received by the Company, and (iib) the opportunity right to participate in direct all negotiations and proceedings with respect to any such demand, notice or instrumentdemands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment or settlement offer prior to the Effective Time make any payment with respect to, or settle or offer to settle, any claim or demand with respect to any such demand, notice Company Dissenting Share. The Company shall (or instrument other than by operation of law or pursuant shall cause their Affiliates to) enforce any contractual waivers that the Equityholders have granted regarding appraisal rights that would apply to a final order of a court of competent jurisdictionthe Merger.