Common use of Dissent Rights Clause in Contracts

Dissent Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Dissenting Shares”) of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment of the fair market value of such Dissenting Shares pursuant to, and who complies in all respects with, Chapter 13 of the CGCL (“Chapter 13”) shall not be converted into Merger Consideration as provided in Section 2.01(c), but rather the holders of Dissenting Shares shall be entitled to payment of the fair market value of such Dissenting Shares in accordance with Chapter 13; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair market value under Chapter 13, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.01(c). The Company shall give prompt notice to Parent of any demands, attempted withdrawals of such demands and any other instruments served pursuant to the CGCL received by the Company for appraisal of shares of Company Common Stock, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands, except as required by applicable Law. The Company shall not, except with the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any payment with respect to, settle, offer to settle, or approve any withdrawal of any such demands.

Dissent Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, shares (“Dissenting Shares”) of Company Common Stock to the extent permitted by the MGBCL, Shares that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment of the fair market value of such Dissenting Shares pursuant to, and who complies in all respects with, Chapter 13 Section 351.455 of the CGCL MGBCL (“Chapter 13”collectively, the "Dissent Shares") shall not be converted into into, or represent the right to receive, the Merger Consideration as provided in Section 2.01(c), but rather the holders of Dissenting Shares Consideration. Such shareholders shall be entitled to payment of the fair market value of such Dissenting Dissent Shares in accordance with Chapter 13and subject to Section 351.455 of the MGBCL; provided, however, that if any such holder of Dissent Shares shall fail have failed to perfect or otherwise effectively shall waive, withdraw have withdrawn or lose the lost their right to receive payment of be paid fair market value under Chapter 13Section 351.455 of the MGBCL, then the right of such holder to be paid the fair value of for such holder’s Dissenting Dissent Shares shall cease and such Dissenting Dissent Shares shall thereupon be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for for, as of the Effective Time, the right to receivereceive the Merger Consideration, Merger Consideration as without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Shares, in the manner provided in Section 2.01(c). 3.04. (b) The Company shall give Parent (i) prompt notice to Parent of any demandsdemands for payment of the fair value of any Shares received by the Company, attempted withdrawals of such demands demands, and any other related instruments served pursuant to the CGCL MGBCL and received by the Company for appraisal of shares of Company Common Stock, and Parent shall have (ii) the right opportunity to participate in direct all negotiations and proceedings with respect to such demands, except as required by applicable Lawdemands for payment of fair value under the MGBCL. The Company shall not, except with the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any payment with respect to, settle, to any demands for payment of fair value or offer to settle, settle or approve any withdrawal of settle any such demands.

Dissent Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Dissenting Shares”) of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment of the fair market value of such Dissenting Shares pursuant to, and who complies in all respects with, Chapter 13 of the CGCL (“Chapter 13”) (except that the parties hereto expressly waive compliance with the requirement set forth in Section 1300(b)(1) of the CGCL that demands for payment be filed with respect to 5% or more of the outstanding shares of Company Common Stock, provided that such demands are filed with respect to 3.5% or more of the outstanding shares of Company Common Stock) shall not be converted into Merger Consideration as provided in Section 2.01(c), but rather the holders of such Dissenting Shares shall be entitled to payment of the fair market value of such Dissenting Shares in accordance with Chapter 13; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair market value under Chapter 13, then the right of such holder to be paid the fair market value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.01(c). The Company shall give prompt notice to Parent of any demands, attempted withdrawals of such demands and any other instruments served pursuant to the CGCL received by the Company for appraisal payment of fair market value for shares of Company Common Stock, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands, except as required by applicable Law. The Company shall not, except with the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any payment with respect to, settle, offer to settle, or approve any withdrawal of of, any such demands.”

Dissent Rights. Notwithstanding anything in this Agreement (a) In connection with the Arrangement, each registered Company Shareholder as of the record date for the Company Meeting may exercise rights of dissent (“Dissent Rights”) with respect to the contraryCompany Shares held by such Company Shareholder pursuant to and in the manner set forth in sections 237 to 247 of the BCBCA, shares (“Dissenting Shares”) as modified by the Interim Order and this Section 4.1(a); provided, notwithstanding section 242 of Company Common Stock the BCBCA, that are outstanding immediately prior written objection to the Effective Time and that Company Resolution must be received by the Company not later than 4:00 p.m. (Vancouver time) two Business Days before the date of the Company Meeting (as it may be adjourned or postponed from time to time). Dissenting Shareholders who: (i) are held by any person who is ultimately entitled to demand and properly demands payment of be paid by the Company fair market value of such Dissenting for their Dissent Shares pursuant to, and who complies in all respects with, Chapter 13 of the CGCL (“Chapter 13”1) shall be deemed to not be converted into Merger Consideration as provided to have participated in the transactions in ARTICLE 3 (other than Section 2.01(c3.1(a), but rather the holders of Dissenting Shares ); (2) shall be entitled deemed to payment have transferred and assigned such Dissent Shares (free and clear of any Liens) to the fair market value of such Dissenting Shares Company in accordance with Chapter 13Section 3.1(a); provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair market value under Chapter 13, then the right of such holder (3) will be entitled to be paid the fair value of such holder’s Dissenting Dissent Shares by the Company, which fair value, notwithstanding anything to the contrary contained in the BCBCA, shall cease be determined as of the close of business on the day before the Company Resolution was adopted at the Company Meeting; and (4) will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such Dissenting Shares holders not exercised their Dissent Rights in respect of such Company Shares; or (ii) are ultimately not entitled, for any reason, to be paid by the Company fair value for their Dissent Shares, shall be deemed to have been converted participated in the Arrangement in respect of those Company Shares on the same basis as a non-dissenting Company Shareholder. (b) In no event shall the Purchaser or the Company or any other Person be required to recognize a Dissenting Shareholder as a registered or beneficial holder of Company Shares or any interest therein (other than the rights set out in this Section 4.1) at or after the Effective Time, and at the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.01(c). The Company shall give prompt notice to Parent of any demands, attempted withdrawals names of such demands and Dissenting Shareholders shall be deleted from the central securities register of the Company as at the Effective Time. (c) For greater certainty, in addition to any other instruments served pursuant restrictions set forth in the Interim Order, no Person shall be entitled to the CGCL received by the Company for appraisal of shares of Company Common Stock, and Parent shall have the right to participate in all negotiations and proceedings exercise Dissent Rights with respect to such demands, except as required by applicable Law. The Company shall not, except with Shares in respect of which a Person has voted or has instructed a proxyholder to vote in favour of the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any payment with respect to, settle, offer to settle, or approve any withdrawal of any such demandsArrangement Resolution.

Dissent Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Dissenting Shares”"DISSENT SHARES") of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment of the fair market value of such Dissenting Dissent Shares pursuant to, and who complies in all respects with, Chapter 13 Section 60.551 et seq. of the CGCL (“Chapter 13”) ORS shall not be converted into Merger Consideration as provided in Section 2.01(c), but rather the holders of Dissenting Dissent Shares shall be entitled to payment of the fair market value of such Dissenting Dissent Shares in accordance with Chapter 13Section 60.551 et seq. of the ORS; providedPROVIDED, howeverHOWEVER, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair market value under Chapter 13Section 60.551 et seq. of the ORS, then the right of such holder to be paid the fair value of such holder’s Dissenting 's Dissent Shares shall cease and such Dissenting Dissent Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.01(c). The Company shall give serve prompt notice to Parent of any demands, attempted withdrawals of such demands and any other instruments served pursuant to the CGCL received by the Company for appraisal payment of fair value in respect of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, except as required by applicable Law. The the Company shall not, except with without the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any payment with respect to, settle, or settle or offer to settle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissent Rights. Notwithstanding anything in this Agreement to the -------------- contrary, shares (“Dissenting "Dissent Shares”") of Company Common Stock that are outstanding -------------- immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment of the fair market value of such Dissenting Dissent Shares pursuant to, and who complies in all respects with, Chapter 13 Section 60.551 et seq. of the CGCL (“Chapter 13”) ORS shall not be converted into Merger Consideration as provided in Section 2.01(c), but rather the holders of Dissenting Dissent Shares shall be entitled to payment of the fair market value of such Dissenting Dissent Shares in accordance with Chapter 13Section 60.551 et seq. of the ORS; provided, however, that if any such holder -------- ------- shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair market value under Chapter 13Section 60.551 et seq. of the ORS, then the right of such holder to be paid the fair value of such holder’s Dissenting 's Dissent Shares shall cease and such Dissenting Dissent Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.01(c). The Company shall give serve prompt notice to Parent of any demands, attempted withdrawals of such demands and any other instruments served pursuant to the CGCL received by the Company for appraisal payment of fair value in respect of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, except as required by applicable Law. The the Company shall not, except with without the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any payment with respect to, settle, or settle or offer to settle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissent Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Dissenting Dissent Shares”) of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment of the fair market value appraisal of such Dissenting Dissent Shares pursuant to, and who complies in all respects with, Chapter 13 Article 5.12 of the CGCL BCA (“Chapter 13Article 5.12”) shall not be converted into Merger transferred to Parent for the Exchange Consideration as provided in Section 2.01(c2.01(b), but rather the holders of Dissenting Dissent Shares shall be entitled to payment of the fair market value of such Dissenting Dissent Shares in accordance with Chapter 13Article 5.12 in exchange for the transfer of their Dissent Shares; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair market value under Chapter 13Article 5.12, then the right of such holder to be paid the fair value of such holder’s Dissenting Dissent Shares shall cease and such Dissenting Shares holder shall be deemed entitled to have been converted as of receive the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Exchange Consideration as provided in Section 2.01(c)2.01(b) in exchange for such shares. All Dissent Shares shall be transferred by operation of Law to Parent at the Effective Time. The Company shall give serve prompt notice to Parent of any demands, attempted withdrawals of such demands and any other instruments served pursuant to the CGCL received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all responses, negotiations and proceedings with respect to such demands. Prior to the Effective Time, except as required by applicable Law. The the Company shall not, except with without the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any response to or payment with respect to, settle, or settle or offer to settle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissent Rights. Notwithstanding anything (1) Registered holders of Shares may exercise dissent rights ("Dissent Rights") in connection with the Arrangement pursuant to and in the manner set forth in Section 190 of the CBCA, as modified by the Interim Order, the Final Order and this Agreement Section 3.1, provided that, notwithstanding Subsection 190(5) of the CBCA, the written objection to the contrary, shares (“Dissenting Shares”Arrangement Resolution referred to in Subsection 190(5) of Company Common Stock that are outstanding the CBCA must be received by Corporation at its registered office no later than 10:00 a.m. (local time in place of receipt) two (2) Business Days immediately prior preceding the date of the Meeting (as it may be adjourned or postponed from time to time). (2) Each Dissenting Holder who duly exercises Dissent Rights shall be deemed to have transferred the Shares held by such holder to the Effective Time and that are held by any person who is entitled to demand and properly demands payment of the fair market value of such Dissenting Shares pursuant toPurchaser, and who complies in all respects with, Chapter 13 of the CGCL (“Chapter 13”) shall not be converted into Merger Consideration as provided in Section 2.01(c2.3(7), but rather the holders of Dissenting Shares and if such holder: (a) is ultimately entitled to be paid fair value for such Shares, shall be entitled to payment of the fair market value of such Dissenting Shares in accordance with Chapter 13; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair market value under Chapter 13, then the right of such holder to be paid the fair value of such holder’s Dissenting Shares by the Purchaser, less any applicable withholdings, which fair value, notwithstanding anything to the contrary in Part XV of the CBCA, shall cease be determined as of the close of business on the day before the Arrangement Resolution was adopted and will not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement had such Dissenting Shares holders not exercised their Dissent Rights in respect of such Shares; or (b) is ultimately not entitled, for any reason, to be paid the fair value for such Shares, shall be deemed to have been converted participated in the Arrangement on the same basis as of the Effective Time into, and to Shareholders who have become exchangeable solely for the right to receive, Merger Consideration as provided not exercised Dissent Rights in Section 2.01(c). The Company shall give prompt notice to Parent of any demands, attempted withdrawals respect of such demands Shares and shall be entitled to receive the Consideration to which Shareholders who have not exercised Dissent Rights are entitled under Section 2.3(7)(c) hereof, less any other instruments served pursuant to the CGCL received by the Company for appraisal of shares of Company Common Stock, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands, except as required by applicable Law. The Company shall not, except with the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any payment with respect to, settle, offer to settle, or approve any withdrawal of any such demandswithholdings.

Dissent Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Dissenting Dissent Shares”) of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment of the fair market value of such Dissenting Dissent Shares pursuant to, and who complies in all respects with, Chapter Article 13 of the CGCL GBCC (“Chapter Article 13”) shall not be converted into Merger Consideration as provided in Section 2.01(c), but rather the holders of Dissenting Dissent Shares shall be entitled to payment of the fair market value of such Dissenting Dissent Shares in accordance with Chapter Article 13; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair market value under Chapter 13, Article 13 then the right of such holder to be paid the fair value of such holder’s Dissenting Dissent Shares shall cease and such Dissenting Dissent Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.01(c) and Unpaid Dividends as provided in Section 2.02(c). The Company shall give serve prompt notice to Parent of any demands, attempted withdrawals of such demands and any other instruments served pursuant to the CGCL received by the Company for appraisal payment of the fair value of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, except as required by applicable Law. The the Company shall not, except with without the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any payment with respect to, settle, or settle or offer to settle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissent Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Dissenting Shares”the "DISSENT SHARES") of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand dissent from and properly demands payment of the fair market value of such Dissenting Shares dissents from this Agreement pursuant to, and who complies in all respects with, Chapter 13 Articles 5.11, 5.12, 5.13 and 5.16 of the CGCL TBCA, in each case to the extent applicable (“Chapter 13”) the "DISSENT STATUTES"), shall not be converted into Merger Consideration as provided in Section 2.01(c), but rather the holders of Dissenting Dissent Shares shall be entitled to payment of the fair market value of such Dissenting Dissent Shares in accordance with Chapter 13the Dissent Statutes; providedPROVIDED, howeverHOWEVER, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair market value under Chapter 13the Dissent Statutes, then the right of such holder to be paid the fair value of such holder’s Dissenting 's Dissent Shares shall cease and such Dissenting Dissent Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.01(c). The Company shall give serve prompt notice to Parent of any demands, attempted withdrawals objections or demands for payment of such demands and any other instruments served fair value of Company Common Stock pursuant to the CGCL Dissent Statutes received by the Company for appraisal of shares of Company Common StockCompany, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such objections or demands. Prior to the Effective Time, except as required by applicable Law. The the Company shall not, except with without the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any payment with respect to, settle, or settle or offer to settle, or approve any withdrawal of any such objections or demands, or agree to do any of the foregoing.

Dissent Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Dissenting Shares”"DISSENT SHARES") of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment of the fair market value of such Dissenting Dissent Shares pursuant to, and who complies in all respects with, Chapter 13 Section 351.455 of the CGCL MG&BCL (“Chapter 13”"SECTION 351.455") shall not be converted into the right to receive Merger Consideration as provided in Section 2.01(c), but rather the holders of Dissenting Dissent Shares shall be entitled to payment of the fair market value of such Dissenting Dissent Shares in accordance with Chapter 13and subject to Section 351.455; providedPROVIDED, howeverHOWEVER, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair market value under Chapter 13Section 351.455, then the right of such holder to be paid the fair value of such holder’s Dissenting 's Dissent Shares shall cease and such Dissenting Dissent Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.01(c). The Company shall give prompt notice to promptly notify Parent of any demands, attempted withdrawals of such demands and any other instruments served pursuant to the CGCL received by the Company for appraisal payment of the fair value of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, except as required by applicable Law. The the Company shall not, except with without the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any payment with respect to, settle, or settle or offer to settle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissent Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Dissenting Shares”) of Company Common Stock that are (i) determined to be “dissenting shares” under Section 1300(b) of the CGCL (“Dissenting Shares”), (ii) outstanding immediately prior to the Effective Time and that are (iii) held by any person who is entitled to demand and properly demands payment of the fair market value of such Dissenting Shares pursuant to, and who complies in all respects with, Chapter 13 of the CGCL (“Chapter 13”) CGCL, shall not be converted into Merger Consideration as provided in Section 2.01(c), but rather the holders of Dissenting Shares shall be entitled to payment of the fair market value of such Dissenting Shares in accordance with Chapter 13Section 1301 of the CGCL; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair market value under Chapter 13Section 1301, then the right of such holder to be paid the fair market value of such holder’s Dissenting Shares shall cease and such Dissenting Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.01(c). The Company shall give serve prompt notice to Parent of any demands, attempted withdrawals of such demands and any other instruments served pursuant to the CGCL received by the Company for appraisal of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, except as required by applicable Law. The the Company shall not, except with without the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any payment with respect to, settle, or settle or offer to settle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissent Rights. Notwithstanding anything in this Agreement to the contrary, shares (“Dissenting "Dissent Shares”") of Company Common Stock that are outstanding immediately prior to the Effective Time and that are held by any person who is entitled to demand and properly demands payment of the fair market value of such Dissenting Dissent Shares pursuant to, and who complies in all respects with, Chapter 13 Section 60.554 of the CGCL ORS (“Chapter 13”"Section 60.554") shall not be converted into Merger Consideration as provided in Section 2.01(c), but rather the holders of Dissenting Dissent Shares shall be entitled to payment of the fair market value of such Dissenting Dissent Shares in accordance with Chapter 13Section 60.554; provided, however, that if any such holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to receive payment of fair market value under Chapter 13Section 60.554, then the right of such holder to be paid the fair value of such holder’s Dissenting 's Dissent Shares shall cease and such Dissenting Dissent Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for the right to receive, Merger Consideration as provided in Section 2.01(c). The Company shall give serve prompt notice to Parent of any demands, attempted withdrawals of such demands and any other instruments served pursuant to the CGCL received by the Company for appraisal payment of fair value in respect of any shares of Company Common Stock, and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the Effective Time, except as required by applicable Law. The the Company shall not, except with without the prior written consent of Parent, such consent not to be unreasonably withheld or delayed, make any payment with respect to, settle, or settle or offer to settle, or approve any withdrawal of any such demands, or agree to do any of the foregoing.