Common use of Dissenters and Appraisal Rights Clause in Contracts

Dissenters and Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if appraisal rights are available under Section 262 of the DGCL in respect of the Merger, then Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who have demanded and perfected their demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted as described in Section 2.8 hereof, but shall, by virtue of the Merger, be entitled to only such rights as are granted by Section 262 of the DGCL; provided, that if such holder shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, such holder’s Shares shall thereupon be deemed to have been converted, at the Effective Time, as described in Section 2.8, into the right to receive the Merger Consideration, without any interest thereon. The Company shall give Parent (a) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights of appraisal and (b) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any payment made to the holders of Dissenting Shares shall be made in a manner that is consistent with the representations pertaining thereto, if any, underlying the Parent 368 Opinion (as defined in Annex A) and the Company 368 Opinion(as defined in Annex A). Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.8 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

Dissenters and Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if appraisal rights are available under Section 262 of the DGCL in respect of the Merger, then Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who have demanded and perfected their demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted as described in Section 2.8 hereof, but shall, by virtue of the Merger, be entitled to only such rights as are granted by Section 262 of the DGCL; providedprovided that, that if such holder shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, such holder’s Shares shall thereupon be deemed to have been converted, at the Effective Time, as described in Section 2.82.8 hereof, into the right to receive the Merger Consideration, without any interest thereon. The Company shall give Parent (a) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights of appraisal and (b) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any payment made to the holders of Dissenting Shares shall be made in a manner that is consistent with the representations pertaining thereto, if any, underlying the Parent 368 Opinion (as defined in Annex A) and the Company 368 Opinion(as Opinion (as defined in Annex A). Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.8 hereof to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

Dissenters and Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, if contrary and notwithstanding the absence of any requirement under the MBCA to provide dissenters’ appraisal rights are available under Section 262 of the DGCL in respect of connection with the Merger, then Shares the Buyer Parties and Target agree that are issued and outstanding immediately prior provision shall be made for any holder of shares of Target Common Stock to exercise dissenters’ appraisal rights on the Effective Time and which are same basis as if such rights were required in connection with the Merger under the MBCA. Accordingly, any shares of Target Common Stock held by stockholders a holder who have has demanded and perfected their demands such holder’s demand for appraisal of such Shares holder’s shares of Target Common Stock in accordance with the procedures set forth in the time MBCA (including but not limited to Sections 765 and manner provided in Section 262 of the DGCL and, 767 thereof) and as of the Effective Time, have Time has neither effectively withdrawn nor lost their rights his right to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted as described in into or represent a right to receive cash pursuant to Section 2.8 hereof4.2(a), but shall, by virtue of the Merger, holder thereof shall be entitled to only such rights as are granted by would be available under the MBCA to a holder that has undertaken to exercise dissenters’ appraisal rights in connection with a transaction for which the MBCA provides dissenters’ appraisal rights. (b) Notwithstanding the provisions of Section 262 4.6(a), if any holder of shares of Target Common Stock who demands appraisal of such holder’s shares of Target Common Stock under the DGCL; provided, that if such holder MBCA shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn or lost his, her or its otherwise) his right to appraisal and payment under appraisal, then as of the DGCLEffective Time or the occurrence of such event, whichever later occurs, such holder’s Shares shares of Target Common Stock shall thereupon automatically be deemed to have been converted, at the Effective Time, as described in Section 2.8, converted into and represent only the right to receive the Merger Considerationcash as provided in Section 4.2(a), without any interest thereon, upon surrender of the certificate or certificates representing such shares of Target Common Stock. (c) The Target agrees to give each of its stockholders written notice of their rights under Sections 765 and 767 of the MBCA concurrent with sending notice of the Special Stockholders Meeting and to provide Merger Sub with a copy of such notice. The Company shall Target also agrees to give Parent Merger Sub (ai) prompt notice of any written demands for appraisal or payment of the fair value of any Sharesshares of Target Common Stock, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and MBCA received by the Company relating to stockholders’ rights of appraisal Target and (bii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLMBCA. Prior The Target shall not voluntarily make any payment with respect to the Effective Time, the Company any demands for appraisal and shall not, except with the prior written consent of ParentMerger Sub, voluntarily make any payment with respect to, or settle, settle or offer or agree to settle, settle any such demand for payment. Any payment made to the holders of Dissenting Shares shall be made in a manner that is consistent with the representations pertaining thereto, if any, underlying the Parent 368 Opinion (as defined in Annex A) and the Company 368 Opinion(as defined in Annex A). Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.8 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demanddemands.

Dissenters and Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if appraisal rights are available under Section 262 of the DGCL in respect of the Merger, then Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who have demanded and perfected their demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”"DISSENTING SHARES"), shall not be converted as described in Section 2.8 hereof, but shall, by virtue of the Merger, be entitled to only such rights as are granted by Section 262 of the DGCL; provided, that if such holder shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, such holder’s 's Shares shall thereupon be deemed to have been converted, at the Effective Time, as described in Section 2.8, into the right to receive the Merger Consideration, without any interest thereon. The Company shall give Parent (a) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ ' rights of appraisal and (b) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any payment made to the holders of Dissenting Shares shall be made in a manner that is consistent with the representations pertaining thereto, if any, underlying the Parent 368 Opinion (as defined in Annex A) and the Company 368 Opinion(as defined in Annex A). Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.8 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

Dissenters and Appraisal Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrary, if appraisal rights are available under Section 262 of the DGCL in respect of the Merger, then any Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders a holder who have has demanded and perfected their demands such holder's demand for appraisal of such holder's Shares in the time and manner provided in accordance with Delaware Law (including but not limited to Section 262 of the DGCL and, thereof) and as of the Effective Time, have Time has neither effectively withdrawn nor lost their rights his right to such appraisal and payment under the DGCL (the “"Dissenting Shares”"), shall not be converted as described in into or represent a right to receive cash pursuant to Section 2.8 hereof2.8(a), but shall, by virtue of the Merger, holder thereof shall be entitled to only such rights as are granted by Section 262 Delaware Law. (b) Notwithstanding the provisions of the DGCL; providedsubsection (a) of this Section, that if any holder of Shares who demands appraisal of such holder holder's Shares under Delaware Law shall have failed effectively withdraw or lose (through failure to perfect or shall have effectively withdrawn or lost his, her or its otherwise) his right to appraisal and payment under appraisal, then as of the DGCLEffective Time or the occurrence of such event, whichever later occurs, such holder’s 's Shares shall thereupon automatically be deemed to have been converted, at the Effective Time, as described in Section 2.8, converted into and represent only the right to receive the Merger Considerationcash as provided in Section 2.8(a), without any interest thereon. , upon surrender of the certificate or certificates representing such Shares. (c) The Company shall give Parent (ai) prompt notice of any written demands for appraisal or payment of the fair value of any Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and Delaware Law received by the Company relating to stockholders’ rights of appraisal and (bii) the opportunity to participate in direct all negotiations and proceedings with respect to demands for appraisal under the DGCLDelaware Law. Prior The Company shall not voluntarily make any payment with respect to the Effective Time, the Company any demands for appraisal and shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, settle or offer or agree to settle, settle any such demand for payment. Any payment made to the holders of Dissenting Shares shall be made in a manner that is consistent with the representations pertaining thereto, if any, underlying the Parent 368 Opinion (as defined in Annex A) and the Company 368 Opinion(as defined in Annex A). Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.8 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demanddemands.

Dissenters and Appraisal Rights. Notwithstanding anything in Shares that have not been ------------------------------- voted for approval of this Agreement and with respect to the contrary, if which a demand for payment and appraisal rights are available under Section 262 have been properly made in accordance with Chapter 13 of the DGCL in respect of the Merger, then Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who have demanded and perfected their demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL CGCL (the “"Dissenting Shares”"), shall will not be converted as described in Section 2.8 hereof, but shall, by virtue of the Merger, be entitled to only such rights as are granted by Section 262 of the DGCL; provided, that if such holder shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, such holder’s Shares shall thereupon be deemed to have been converted, at the Effective Time, as described in Section 2.8, into the right to receive the Merger Considerationshares of Parent Common Stock otherwise payable with respect to such Shares at or after the Effective Time but will be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the laws of the State of California. If a holder of Dissenting Shares (a "Dissenting Stockholder") withdraws his or her demand for such payment and appraisal or becomes ineligible for such payment and appraisal, without any interest thereonthen, as of the Effective Time or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder's Dissenting Shares will cease to be Dissenting Shares and will be converted into the right to receive, and will be exchangeable for, the shares of Parent Common Stock into which such Dissenting Shares would have been converted pursuant to Section 1.8. The Company shall will give Parent (a) and Acquisition prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and demand received by the Company relating to stockholders’ rights from a holder of Dissenting Shares for appraisal of Shares, and (b) Parent shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demand. Prior to the Effective Time, the The Company shall notagrees that, except with the prior written consent of Parent, or as required under the CGCL, it will not voluntarily make any payment with respect to, or settle, settle or offer or agree to settle, any such demand for paymentappraisal. Any payment made Each Dissenting Stockholder who, pursuant to the holders provisions of Chapter 13 of the CGCL, becomes entitled to payment of the value of the Dissenting Shares shall be made in a manner that is consistent with will receive payment therefor but only after the representations pertaining thereto, if any, underlying the Parent 368 Opinion (as defined in Annex A) and the Company 368 Opinion(as defined in Annex A)value therefor has been agreed upon or finally determined pursuant to such provisions. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.8 to pay for Shares for which appraisal rights that would otherwise have been perfected shall payable with respect to Dissenting Shares will be returned to Parent upon demandretained by Parent.

Dissenters and Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if appraisal rights are available under Section 262 of the DGCL in respect of the Merger, then Shares that are issued and outstanding immediately prior owned by a stockholder that has perfected his or her rights of appraisal within the meaning of Section 85 of the MBCL ("Dissenting Shares"), will not be converted into the right to receive the Effective Time and which are held by stockholders who shares ) shall have demanded and perfected their demands for appraisal failed to perfect of Parent Common Stock or shall have effectively otherwise issuable with respect withdrawn or lost such right of to such Shares in the time unless and manner provided in Section 262 of the DGCL anduntil appraisal, then, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted as described in Section 2.8 hereof, but shall, by virtue of the Merger, be entitled to only such rights as are granted by Section 262 of the DGCL; provided, that if such holder stockholder shall have Effective Time or the failed to perfect or shall have occurrence of such event of effectively withdrawn or lost hiswithdrawal or ineligibility, her or its right to appraisal and of payment under the DGCLwhichever last occurs, such applicable law, but instead holder’s 's Dissenting Shares shall thereupon will will be deemed to have been converted, at the Effective Time, as described in Section 2.8, converted into the cease to be Dissenting Shares right to receive such and will be converted into the Merger Considerationconsideration as may be right to receive, without any interest thereonand will be determined to be due with exchangeable for, the shares of respect to such Dissenting Parent Common Stock into which Shares pursuant to the laws of such Dissenting Shares would the Commonwealth of have been converted pursuant to Massachusetts. If a holder of Section 1.8. The Company shall will Dissenting Shares (a give Parent (a) and Acquisition "Dissenting Stockholder" prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and demand received by the Company relating to stockholders’ rights from a Dissenting Stockholder for appraisal of appraisal Dissenting Shares, and (b) Parent shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demand. Prior to the Effective Time, the The Company shall notagrees that, except with the prior written consent of Parent, or as required under the MBCL, it will not voluntarily make any payment with respect to, or settle, settle or offer or agree to settle, any such demand for paymentappraisal. Any payment made Each Dissenting Stockholder who, pursuant to the holders provisions of Sections 87 through 98 of the MBCL, becomes entitled to payment of the value of Dissenting Shares shall be made in a manner that is consistent with will receive payment therefor but only after the representations pertaining thereto, if any, underlying the Parent 368 Opinion (as defined in Annex A) and the Company 368 Opinion(as defined in Annex A)value therefor has been agreed upon or finally determined pursuant to such provisions. Any portion of the Maximum Merger Consideration made available to the Exchange Agent pursuant to Section 2.8 to pay for Shares for which appraisal rights that would otherwise have been perfected shall payable with respect to Dissenting Shares will be returned to Parent upon demandretained by Parent.

Dissenters and Appraisal Rights. Notwithstanding anything in Shares that have not been voted for approval of this Agreement and with respect to the contrary, if which a demand for payment and appraisal rights are available under Section 262 have been properly made in accordance with Chapter 13 of the DGCL in respect of the Merger, then Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who have demanded and perfected their demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL CGCL (the “Dissenting Shares”), shall will not be converted as described in Section 2.8 hereof, but shall, by virtue of the Merger, be entitled to only such rights as are granted by Section 262 of the DGCL; provided, that if such holder shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, such holder’s Shares shall thereupon be deemed to have been converted, at the Effective Time, as described in Section 2.8, into the right to receive that portion of the Merger Consideration, without any interest thereonif any, otherwise payable with respect to such Shares after the Effective Time but will be converted into the right to receive such consideration as may be determined to be due for such Dissenting Shares pursuant to the CGCL. If a holder of Dissenting Shares (a “Dissenting Shareholder”) withdraws such holder’s demand for such payment and appraisal or becomes ineligible for such payment and appraisal, then, as of the Effective Time or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder’s Dissenting Shares will cease to be Dissenting Shares and will be converted into the right to receive, that portion of the Merger Consideration, if any, into which such Dissenting Shares would have been converted pursuant to Section 1.5. The Company shall will give Parent (a) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and demand received by the Company relating to stockholders’ rights of appraisal from a Dissenting Shareholder for appraisal, and (b) Parent shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demand. Prior to the Effective Time, the The Company shall notagrees that, except with the prior written consent of ParentParent and Acquisition, or as required under the CGCL, it will not voluntarily make any payment with respect to, or settle, settle or offer or agree to settle, any such demand for payment. Any payment made to the holders of Dissenting Shares shall be made in a manner that is consistent with the representations pertaining thereto, if any, underlying the Parent 368 Opinion (as defined in Annex A) and the Company 368 Opinion(as defined in Annex A). Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.8 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demandappraisal.

Dissenters and Appraisal Rights. Notwithstanding anything in Shares that have not ------------------------------- been voted for approval of this Agreement and with respect to the contrary, if which a demand for payment and appraisal rights are available under Section 262 have been properly made in accordance with Chapter 13 of the DGCL in respect of the Merger, then Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who have demanded and perfected their demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL CGCL (the “"Dissenting Shares”"), shall will not be converted as described in Section 2.8 hereof, but shall, by virtue of the Merger, be entitled to only such rights as are granted by Section 262 of the DGCL; provided, that if such holder shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, such holder’s Shares shall thereupon be deemed to have been converted, at the Effective Time, as described in Section 2.8, into the right to receive the Merger Considerationshares of Parent Common Stock otherwise payable with respect to such Shares at or after the Effective Time but will be converted into the right to receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the laws of the State of California. If a holder of Dissenting Shares (a "Dissenting Stockholder") withdraws his, without any interest thereonher or its demand for such payment and appraisal or becomes ineligible for such payment and appraisal, then, as of the Effective Time or the occurrence of such event of withdrawal or ineligibility, whichever last occurs, such holder's Dissenting Shares will cease to be Dissenting Shares and will be converted into the right to receive, and will be exchangeable for, the shares of Parent Common Stock into which such Dissenting Shares would have been converted pursuant to Section 1.8. The Company shall will give Parent (a) and Acquisition prompt notice notice, but in any event no later than three days after receipt of any written demands for appraisal notice, of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and demand received by the Company relating to stockholders’ rights from a holder of Dissenting Shares for appraisal of Shares, and (b) Parent shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demand. Prior to the Effective Time, the The Company shall notagrees that, except with the prior written consent of Parent, or as required under the CGCL, it will not voluntarily make any payment with respect to, or settle, settle or offer or agree to settle, any such demand for paymentappraisal. Any payment made Each Dissenting Stockholder who, pursuant to the holders provisions of Chapter 13 of the CGCL, becomes entitled to payment of the value of the Dissenting Shares shall be made in a manner that is consistent with will receive payment therefor but only after the representations pertaining thereto, if any, underlying the Parent 368 Opinion (as defined in Annex A) and the Company 368 Opinion(as defined in Annex A)value therefor has been agreed upon or finally determined pursuant to such provisions unless otherwise agreed by Parent. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.8 to pay for Shares for which appraisal rights that would otherwise have been perfected shall payable with respect to Dissenting Shares will be returned to Parent upon demandretained by Parent.

Dissenters and Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if appraisal rights are available under Section 262 of the DGCL in respect of the Merger, then Shares each Share that are is issued and outstanding immediately prior to the Effective Time and which are that is held by stockholders a shareholder who have demanded may properly demand and perfected their demands for appraisal perfect such shareholder's rights to dissent from the Merger and to be paid the fair value of such Shares in the time and manner provided in Section 262 accordance with Chapter 13 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL CCC (the “"Dissenting Shares”"), shall not be converted into or exchangeable for the right to receive the Merger Consideration until such rights to dissent shall have expired or been waived, in which case such shares of Parent Common Stock shall be distributed as described calculated in accordance with Section 2.8 hereof1.8(a)(vi) and Section 1.11(b), but shallif such rights are demanded and perfected then, by virtue of the Merger, holder thereof shall be entitled to only such rights as are granted by Section 262 the CCC, and the Surviving Corporation shall make all payments to the holders of such Shares with respect to such demands in accordance with the DGCLCCC; providedPROVIDED, HOWEVER, that if such holder shall have failed to perfect or shall have effectively withdrawn or lost his, her or its the right to appraisal dissent and receive payment under the DGCLCCC, each Share held by such holder’s Shares holder shall thereupon be deemed to have been convertedconverted into and to have become exchangeable for, at as of the Effective Time, as described in Section 2.8, into solely the right to receive the Merger Consideration, without any interest thereonConsideration to which such shareholder is entitled pursuant to Section 1.8. The Company shall give Parent (a) reasonably prompt notice to Acquisition and Parent of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights for payment under Chapter 13 of appraisal the CCC, and (b) Acquisition and Parent shall have the opportunity right to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Acquisition and Parent, voluntarily make any payment with respect to, or settle, settle or offer or agree to settle, any such demand for payment. Any payment made to the holders of Dissenting Shares shall be made in a manner that is consistent with the representations pertaining thereto, if any, underlying the Parent 368 Opinion (as defined in Annex A) and the Company 368 Opinion(as defined in Annex A). Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.8 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demanddemands.

Dissenters and Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if appraisal rights are available under Section 262 of the DGCL in respect of the Merger, then Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who have demanded and perfected their demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”"DISSENTING SHARES"), shall not be converted as described in Section 2.8 hereof, but shall, by virtue of the Merger, be entitled to only such rights as are granted by Section 262 of the DGCL; provided, that if such holder shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, such holder’s 's Shares shall thereupon be deemed to have been converted, at the Effective Time, as described in Section 2.8, into the right to receive the Merger Consideration, without any interest thereon. The Company shall give Parent (a) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ ' rights of appraisal and (b) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any payment made to the holders of Dissenting Shares shall be made in a manner that is consistent with the representations pertaining thereto, if any, underlying the Parent 368 Opinion (as defined in Annex A) and the Company 368 Opinion(as Opinion (as defined in Annex A). Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.8 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.

Dissenters and Appraisal Rights. Notwithstanding anything in this Agreement to the contrary, if appraisal rights are available under Section 262 of the DGCL in respect of the Merger, then Shares that are issued and outstanding immediately prior to the Effective Time and which are held by stockholders who have demanded and perfected their demands for appraisal of such Shares in the time and manner provided in Section 262 of the DGCL and, as of the Effective Time, have neither effectively withdrawn nor lost their rights to such appraisal and payment under the DGCL (the “Dissenting Shares”), shall not be converted as described in Section 2.8 hereof, but shall, by virtue of the Merger, be entitled to only such rights as are granted by Section 262 of the DGCL; provided, that if such holder shall have failed to perfect or shall have effectively withdrawn or lost his, her or its right to appraisal and payment under the DGCL, such holder’s Shares shall thereupon be deemed to have been converted, at the Effective Time, as described in Section 2.8, into the right to receive the Merger Consideration, without any interest thereon. The Company shall give Parent (a) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to stockholders’ rights of appraisal and (b) the opportunity to participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment. Any payment made to the holders of Dissenting Shares shall be made in a manner that is consistent with the representations pertaining thereto, if any, underlying the Parent 368 Opinion (as defined in Annex A) and the Company 368 Opinion(as defined in Annex A). Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.8 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent upon demand.the