Common use of Dissenters’ Rights Clause in Contracts

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time held by a holder who is entitled to demand and properly demands appraisal of such shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), shall not be converted into the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d). The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Delaware Law received by the Company, and Parent shall have the right to control all negotiations and proceedings with respect to such demands. 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 to settle, any such demands or agree to do or commit to do any of the foregoing.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement any provision of Section 2.01 to the contrary, any shares of Company Common Stock which are issued and outstanding immediately prior to the Effective Time and which are held by a holder Shareholder who is entitled to demand and properly demands appraisal of has not voted such shares of Company Common Stock in favor of the Merger and who has properly exercised, preserved and perfected dissenters' rights with respect to such shares of Company Common Stock in accordance with the MBCA (“Dissenting Shares”including Sections 302A.471 and 302A.473 thereof) and, as of the Effective Time, has neither effectively withdrawn nor otherwise lost for any reason its right to exercise such dissenters' rights ("DISSENTING SHARES"), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), shall will not be converted into the or represent a right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder Consideration pursuant to Section 262 2.01(c). The holders of Delaware Law unless Dissenting Shares will be entitled to only such rights as are granted by Section 302A.471 of the MBCA. (b) Notwithstanding the provisions of Section 2.01(c), if any holder fails of shares of Company Common Stock who demands dissenters' rights with respect to perfect, its shares of Company Common Stock under the MBCA effectively withdraws or otherwise loses such holder’s right to such payment or appraisal. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise for any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails reason (including failure to perfect) its dissenters' rights, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted then as of the Effective Time or the occurrence of such event, whichever later occurs, such Shareholder's shares of Company Common Stock will automatically be cancelled and converted into and represent only the right to receive the Merger Consideration as provided in accordance with Section 1.6(a2.01(c), cash in lieu without interest thereon, upon surrender of any fractional the certificate or certificates formerly representing such shares pursuant to Section 1.6(gof Company Common Stock. (c) and any dividends or other distributions pursuant to Section 1.7(d). The Company shall give Parent (x) prompt notice to Parent of any demands received by written intent to demand payment of the Company for appraisal fair value of any shares of Company Common Stock, withdrawals of such demands and any other instruments served delivered pursuant to Delaware Law the MBCA in respect of shares of Company Common Stock or the Merger received by the Company, Company and Parent shall have (y) the right opportunity to control and resolve all negotiations and proceedings with respect to such demandsdissenters' rights under the MBCA. Prior The Company may not voluntarily make any payment with respect to the Effective Time, the Company shall any exercise of dissenters' rights and may not, except with the prior written consent of Parent voluntarily make any payment with respect toParent, or settle or offer to settle, settle any such demands or agree to do or commit to do any of the foregoingdissenters' rights.

Dissenters’ Rights. Notwithstanding anything in this Agreement No Dissenting Stockholder shall be entitled to receive shares of Parent Common Stock or cash or any dividends or other distributions pursuant to the contrary, shares provisions of Company Common Stock issued this Article IV unless and outstanding immediately prior until the holder thereof shall have failed to the Effective Time held by a holder who is entitled to demand and properly demands appraisal of such shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), perfect or shall not be converted into the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws have effectively withdrawn or otherwise loses lost such holder’s right to dissent from the Initial Merger under the DGCL, and any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to Shares owned by such payment Dissenting Stockholder. If any Person who otherwise would be deemed a Dissenting Stockholder shall have failed to properly perfect or appraisal. From and after shall have effectively withdrawn or lost the right to dissent under Section 262 of the DGCL or if a court of competent jurisdiction shall finally determine that the Dissenting Stockholder is not entitled to relief provided by Section 262 of the DGCL with respect to any Shares, such Shares shall thereupon be treated as though such Shares had been converted, as of the First Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.6(a), cash in lieu of without interest and less any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)required Tax withholding. The Company shall give Parent (i) prompt written notice to Parent of any written demands received by the Company for appraisal of shares of Company Common Stockappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to Delaware applicable Law received by the CompanyCompany relating to stockholders’ rights of appraisal, and Parent shall have (ii) the right opportunity to control direct all negotiations and proceedings with respect to such demandsdemands for appraisal. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Parent, voluntarily make any payment with respect toto any demands for appraisal, offer to settle or settle or offer to settle, any such demands or agree to do or commit to do approve any withdrawal of the foregoingany such demands.

Dissenters’ Rights. Notwithstanding anything in the provisions of Section 3.01 or any other provision of this Agreement to the contrary, shares Shares that have not been voted in favor of Company Common Stock issued the approval and outstanding immediately prior adoption of the Merger and with respect to the Effective Time held by a holder who is entitled to demand which dissenters' rights shall have been demanded and properly demands appraisal of such shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who complies perfected in all respects with, accordance with Section 262 of Delaware Law the DGCL (the “Appraisal Rights”), "Dissenting Shares") and not withdrawn shall not be converted into the right to receive cash at or after the Merger ConsiderationEffective Time, but such Shares shall be converted into become the right to receive such consideration as may be determined to be due such holder to holders of Dissenting Shares pursuant to Section 262 the laws of the State of Delaware Law unless and until the holder of such holder fails to perfect, Dissenting Shares withdraws his or otherwise loses her demand for such holder’s right to appraisal or becomes ineligible for such payment or appraisal. From and after the Effective Time, If a holder of Dissenting Shares shall not have and withdraw his or her demand for such appraisal or shall not be entitled become ineligible for such appraisal (through failure to exercise any of the voting rights perfect or other rights of a stockholder of the Surviving Corporation. Ifotherwise), after the Effective Timethen, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time or the occurrence of such event, whichever last occurs, such holder's Dissenting Shares shall automatically be converted into and represent the right to receive the Merger Consideration Consideration, without interest, as provided in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d3.01(a). The Company shall give the Parent (i) prompt notice to Parent of any demands for appraisal of Shares received by the Company for appraisal of shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant (ii) the opportunity to Delaware Law received by the Company, participate in and Parent shall have the right to control direct all negotiations and proceedings with respect to any such demands. Prior to the Effective Time, the The Company shall not, except with without the prior written consent of Parent voluntarily the Parent, make any payment with respect to, or settle, offer to settle or offer to settleotherwise negotiate, any such demands or agree to do or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time held by a holder who is entitled to demand and properly demands appraisal of such shares of Company Common Stock (“The Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), Shares shall not be converted into the right to receive the Merger Consideration, but shall Consideration or be converted into the right entitled to receive such consideration as may be due such holder cash in lieu of fractional shares of Anthem Common Stock or any dividends or other distributions pursuant to Section 262 of Delaware Law this Article I unless such and until the holder fails thereof shall have failed to perfect, withdraws perfect or otherwise loses shall have effectively withdrawn or lost such holder’s right to appraisal of such payment or appraisal. From shares of Cigna Common Stock held by such holder under Section 262 of the DGCL, and after the Effective Time, a holder of any Dissenting Shares Stockholder shall not have and shall not be entitled to exercise any receive only the payment provided by Section 262 of the voting rights DGCL with respect to shares of Cigna Common Stock owned by such Dissenting Stockholder. If any Person (as defined in Section 8.13) who otherwise would be deemed a Dissenting Stockholder shall have failed to properly perfect or other rights shall have effectively withdrawn or lost the right to dissent with respect to any shares of a stockholder of the Surviving Corporation. If, after the Effective TimeCigna Common Stock, such holder fails to perfect, withdraws or otherwise loses any shares of Cigna Common Stock shall thereupon be treated as though such Appraisal Rights, each such share shares of such holder shall no longer be considered a Dissenting Share and shall be deemed to have Cigna Common Stock had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)1.8. The Company Cigna shall give Anthem (i) prompt notice to Parent of any written demands received by the Company for appraisal of shares of Company Common Stockappraisal, attempted withdrawals of such demands and any other instruments served pursuant to Delaware Law applicable law received by Cigna relating to stockholders’ rights of appraisal and (ii) the Company, opportunity to jointly participate in and Parent shall have the right to control jointly direct all negotiations and proceedings with respect to any such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the Company Cigna shall not, except with the prior written consent of Parent voluntarily Anthem, make any payment with respect toto any demands for appraisals of Dissenting Shares, offer to settle or settle or offer to settle, any such demands or agree to do or commit to do approve any withdrawal of the foregoingany such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement No Dissenting Stockholder shall be entitled to receive shares of Parent Common Shares or cash or any dividends or other distributions pursuant to the contraryprovisions of this Article II unless and until the holder thereof 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 any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to shares of Company Common Stock issued and outstanding immediately prior owned by such Dissenting Stockholder. If any Person who otherwise would be deemed a Dissenting Stockholder shall have failed to properly perfect or shall have effectively withdrawn or lost the Effective Time held by right to dissent under Section 262 of the DGCL or if a holder who court of competent jurisdiction shall finally determine that the Dissenting Stockholder is not entitled to demand and properly demands appraisal relief provided by Section 262 of the DGCL with respect to any shares of Company Common Stock, such shares of Company Common Stock (“Dissenting Shares”)shall thereupon be treated as though such shares had been converted, pursuant to, and who complies in all respects with, Section 262 as of Delaware Law (the “Appraisal Rights”), shall not be converted into the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into the right to receive the Merger Consideration in accordance with without interest and less any required Tax withholding. For purposes of Section 1.6(a2.01(c), cash in lieu such shares of any fractional shares pursuant Company Common Stock shall be deemed Non-Election Shares and shall be entitled to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)receive the Mixed Consideration. The Company shall give Parent (i) prompt written notice to Parent of any written demands received by the Company for appraisal of shares of Company Common Stockappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to Delaware applicable Law received by the CompanyCompany relating to stockholders’ rights of appraisal, and Parent shall have (ii) the right opportunity to control direct all negotiations and proceedings with respect to such demandsdemands for appraisal. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Parent, voluntarily make any payment with respect toto any demands for appraisal, offer to settle or settle or offer to settle, any such demands or agree to do or commit to do approve any withdrawal of the foregoingany such demands.

Dissenters’ Rights. Notwithstanding anything in any provision of this Agreement to the contrary, shares each outstanding share of Company Common Stock issued Stock, the holder of which has demanded and outstanding immediately prior perfected such holder’s right to dissent from the Effective Time held by a holder who is entitled Merger and to demand and properly demands appraisal be paid the fair value of such shares in accordance with Section 302A.471 and 302A.473 of Company Common Stock the MBCA and, as of the Effective Time, has not effectively withdrawn or lost such dissenters’ rights (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), shall not be converted into the or represent a right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder Consideration pursuant to Section 262 2.5, but the holder thereof shall be entitled only to such rights as are granted by the MBCA; provided, however, that if any holder of Delaware Law unless Company Common Stock demands dissenters’ rights with respect to such holder fails to perfect, shares under the MBCA and subsequently effectively withdraws or otherwise loses such holder’s right (through failure to such payment perfect or appraisal. From and after the Effective Timeotherwise) its dissenters’ rights, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted then as of the Effective Time or the occurrence of such event, whichever later occurs, such holder’s Company Common Stock will automatically be converted into and represent only the right to receive the Merger Consideration as provided in Section 2.5, without interest thereon, upon surrender of the certificate(s) formerly representing such shares. After the Effective Time, Parent shall cause the Company to make all payments to holders of Dissenting Shares with respect to such demands in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)the MBCA. The Company shall give Parent: (i) prompt written notice to Parent of any demands received by the Company notice of intent to demand fair value for appraisal of any shares of Company Common Stock, withdrawals of such demands notices, and any other instruments served pursuant to Delaware Law the MBCA and received by the Company, ; and Parent shall have (ii) the right opportunity to control direct all negotiations and proceedings with respect to such demandsdemands for fair value for shares of Company Common Stock under the MBCA. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Parent, voluntarily make any payment with respect to, or settle to any demands for fair value for shares of Company Common Stock or offer to settle, settle or settle any such demands or agree to do or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time held by a holder who is entitled shall not have voted to adopt this Agreement and has the right to demand and has properly demands demanded payment for and an appraisal of such shares in accordance with Section 262 of Company Common Stock the DGCL (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), ) shall not be converted into the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law the DGCL unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rightsright to appraisal, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.6(a)Consideration, any cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 1.6(g) 2.2.5 and any dividends or other distributions with respect to Parent Common Stock to which such holder is entitled pursuant to Section 1.7(d)2.2.3, in each case, in accordance with Section 2.1. The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Delaware Law the DGCL received by the Company, and Parent shall have the right to control participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent (which shall not be unreasonably withheld or delayed), voluntarily make any payment with respect to, or settle or offer to settle, any such demands or agree to do or commit to do any of the foregoingforegoing except to the extent required by applicable Law.

Dissenters’ Rights. Notwithstanding anything No Dissenting Stockholder shall be entitled to any portion of the Merger Consideration or cash in lieu of fractional shares thereof or any dividends or other distributions pursuant to this Agreement Article 2 unless and until the holder thereof shall have failed to perfect or shall have effectively withdrawn or lost such holder's right to dissent from the contraryMerger under the OGCL, shares and any Dissenting Shareholder shall be entitled to receive only the payment provided by Section 1701.85 of the OGCL with respect to Company Common Stock issued and outstanding immediately prior owned by such Dissenting Stockholder. If any Person who otherwise would be deemed a Dissenting Stockholder shall have failed to properly perfect or shall have effectively withdrawn or lost the Effective Time held by a holder who is entitled right to demand and properly demands appraisal of dissent with respect to any Company Common Stock, such shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), shall not thereupon be treated as though such Company Common Stock had been converted into the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right Consideration with respect to such payment or appraisal. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted Company Common Stock as of the Effective Time into the right to receive the Merger Consideration provided in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)this Article 2. The Company shall give Acquiror (i) prompt notice to Parent of any written demands received by the Company for appraisal of shares of Company Common Stockappraisal, attempted withdrawals of such demands and any other instruments served pursuant to Delaware Law applicable law received by the Company, Company relating to stockholders' rights of appraisal and Parent shall have (ii) the right opportunity to control direct all negotiations and proceedings with respect to such demandsdemand for appraisal under the OGCL. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Acquiror, voluntarily make any payment with respect toto any demands for appraisals of Dissenting Shares, offer to settle or settle or offer to settle, any such demands or agree to do or commit to do approve any withdrawal of the foregoingany such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares each share of the Company Common Capital Stock issued and (other than Excluded Shares) outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly demands demanded appraisal of for such shares of the Company Common Capital Stock in accordance with Section 262 of the DGCL (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), shall not be converted into or be exchangeable for the right to receive a portion of the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law Consideration unless and until such holder fails to perfect, perfect or withdraws or otherwise loses such holder’s right to such appraisal and payment or appraisal. From and after under the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving CorporationDGCL. If, after the Effective Time, any such holder fails to perfect, perfect or withdraws or otherwise loses any such Appraisal Rightsholder’s right to appraisal, each such share of such holder Dissenting Shares shall no longer thereupon be considered a Dissenting Share and shall be deemed to have treated as if they had been converted as of the Effective Time into the right to receive the portion of the Merger Consideration in accordance with Section 1.6(a)Consideration, cash in lieu of any fractional shares if any, to which such holder is entitled pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d3.1(a), without interest. The Company shall give Parent (a) prompt written notice to Parent of any demands received by the Company for appraisal of any shares of the Company Common StockStock issued and outstanding immediately prior to the Effective Time, attempted withdrawals of such demands demands, and any other instruments served pursuant to Delaware Law the DGCL and any material correspondence received by the Company, Company relating to stockholders’ rights to appraisal with respect to the Merger and Parent shall have (b) the right opportunity to control participate in all negotiations and proceedings with respect to any exercise of such demandsappraisal rights under the DGCL. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), voluntarily make any payment with respect toto any demands for payment of fair value for capital stock of the Company, offer to settle or settle or offer to settle, any such demands or agree to do or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrarycontrary herein, shares of Company Common Stock issued and outstanding immediately prior no Dissenting Stockholder shall be entitled to receive cash pursuant to the Effective Time held by a provisions of this ARTICLE III unless and until the holder who is entitled thereof shall have failed to demand and properly demands appraisal of such shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), perfect or shall not be converted into the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws have effectively withdrawn or otherwise loses lost such holder’s right to such payment or appraisal. From appraisal under the DGCL, and after the Effective Time, a holder of any Dissenting Shares Stockholder shall not have and shall not be entitled to exercise any receive only the payment provided by Section 262 of the voting rights or other rights of a stockholder of the Surviving CorporationDGCL with respect to Shares owned by such Dissenting Stockholder. If, after the Effective Time, such holder fails to perfect, withdraws or any Person who otherwise loses any such Appraisal Rights, each such share of such holder shall no longer would be considered deemed a Dissenting Share and Stockholder shall have failed to properly perfect or shall have effectively withdrawn or lost the right to dissent under Section 262 of the DGCL or if a court of competent jurisdiction shall finally determine that the Dissenting Stockholder is not entitled to relief provided by Section 262 of the DGCL with respect to any Shares, such Shares shall thereupon be deemed to have converted treated as though such Shares had been converted, as of the Effective Time Time, into the right to receive the Merger Consideration in accordance with Section 1.6(a), cash in lieu of without interest and less any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)required Tax withholding. The Company shall give prompt Parent written notice to Parent as promptly as practicable of any written demands received by the Company for appraisal of shares of Company Common Stockappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to Delaware applicable Law received by the Company, and Parent shall have the right Company relating to control all negotiations and proceedings with respect to such demandsstockholders’ rights of appraisal. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Parent, voluntarily make any payment with respect toto any demands for appraisal, offer to settle or settle or offer to settle, any such demands or agree approve any withdrawal of any such demands. Parent shall have the right to do or commit participate in and direct and control all negotiations and proceedings with respect to do any such demands. Any amounts required to be paid in respect of any Shares held by a Dissenting Stockholder shall be paid by the foregoingSurviving Corporation.

Dissenters’ Rights. Notwithstanding anything in this ------------------ Agreement to the contrary, shares Dissenting Stockholders who shall not have voted such Shares in favor of Company Common Stock issued the Merger and outstanding immediately prior who shall have delivered to the Effective Time held Company a written objection to the Merger in the manner provided by a holder who is entitled to demand and properly demands appraisal of such shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law the DGCL or, if the Merger is effected pursuant to Section 253 of the DGCL, made a written demand for payment of the fair value of his or her Shares (the “Appraisal Rights”"Dissenting ---------- Shares"), shall not be converted into the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law ------ Consideration unless and until such holder fails to perfect, perfect or effectively withdraws or otherwise loses such holder’s his right to such payment or appraisal. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfectperfect or withdraw or loses his right to appraisal, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and Shares shall be deemed to have been converted as of the Effective Time into the a right to receive the Merger Consideration in accordance with Section 1.6(a)Consideration, cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)without interest. The Company shall give the Parent or the Purchaser prompt notice of any notices of objection to Parent the Merger received by the Company, and of any demands received by the Company for appraisal of shares of Company Common Stock, withdrawals of such demands and payment for any other instruments served Shares pursuant to Delaware Law received by Section 262 of the CompanyDGCL, and the Parent or the Purchaser shall have the right to control participate in all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent voluntarily Parent, which consent shall not be unreasonably withheld or delayed, make any payment with respect to, or settle or offer to settle, any such demands or agree to do or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time held by a holder who is entitled to demand and properly demands appraisal of such shares of Company Common Stock (“No Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), Shareholder shall not be converted into the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any receive shares of the voting rights Series C Common Stock or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws cash or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to the provisions of this Article IV unless and until the holder thereof shall have effectively withdrawn or lost such holder’s right to dissent (through failure to perfect or otherwise) from the Merger under the OGCL, and any Dissenting Shareholder shall be entitled to only such rights as are provided by Section 1.7(d)1701.84 of the OGCL with respect to Shares owned by such Dissenting Shareholder. If any Person who otherwise would be deemed a Dissenting Shareholder shall have effectively withdrawn or lost the right to dissent (through failure to perfect or otherwise) under Section 1701.84 of the OGCL or if a court of competent jurisdiction shall finally determine that the Dissenting Shareholder is not entitled to relief provided by Section 1701.84 of the OGCL with respect to any Shares, such Shares shall thereupon be treated as though such Shares had been converted, as of the Effective Time, into the right to receive the Mixed Election Consideration without interest and less any required Tax withholding. The Company shall give Parent (i) prompt written notice to Parent of any written demands received by the Company for appraisal of shares of Company Common Stockappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to Delaware applicable Law received by the Company, Company relating to shareholders’ rights of appraisal and Parent shall have (ii) the right opportunity to control direct all negotiations and proceedings with respect to such demandsdemands for appraisal. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Parent, voluntarily make any payment with respect toto any demands for appraisal, offer to settle or settle or offer to settle, any such demands or agree to do or commit to do approve any withdrawal of the foregoingany such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time held by a holder who is No Dissenting Stockholder shall be entitled to demand any Merger Consideration in respect of the Dissenting Shares owned by such Dissenting Stockholder unless and properly demands appraisal of such shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (until the “Appraisal Rights”), holder thereof shall not be converted into the right have failed to receive the Merger Consideration, but perfect or shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws have effectively withdrawn or otherwise loses lost such holder’s right to dissent from the Merger under the DGCL and unless and until any such failure, withdrawal or loss occurs such Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to such Dissenting Shares. If any Person who otherwise would be deemed a Dissenting Stockholder shall have failed to properly perfect or appraisal. From and after shall have effectively withdrawn or lost the Effective Timeright to dissent with respect to any Dissenting Shares, a holder of such Dissenting Shares shall not have and shall not thereupon be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, treated as though such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have Shares had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)4.1 hereof. The Company shall give Parent (i) prompt notice to Parent of any written demands received by the Company for appraisal of shares of Company Common Stockappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to Delaware applicable Law received by the Company, Company relating to stockholders’ rights of appraisal and Parent shall have (ii) the right opportunity to control direct all negotiations and proceedings with respect to such demandsdemand for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Parent, voluntarily make any payment with respect toto any demands for appraisals of Dissenting Shares, offer to settle or settle or offer to settle, any such demands or agree to do or commit to do approve any withdrawal of the foregoingany such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, if any Dissenting Stockholder shall demand to be paid the “fair value” of such Dissenting Stockholder’s shares of Company Common Stock issued and outstanding immediately prior to Stock, as provided in Section 262 of the Effective Time held by a holder who is entitled to demand and properly demands appraisal of DGCL, such shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (which shall be deemed to include the “Appraisal Rights”), Company Rights associated with such shares) shall not be converted into the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into exchangeable for the right to receive the Merger Consideration (except as provided in accordance with this Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g3.3) and any dividends or other distributions pursuant shall entitle such Dissenting Stockholder only to Section 1.7(d). The Company shall give prompt notice to Parent payment of any demands received by the Company for appraisal fair value of such shares of Company Common Stock, in accordance with Section 262 of the DGCL, unless and until such Dissenting Stockholder withdraws (in accordance with Section 262(k) of the DGCL) or effectively loses the right to dissent. The Company shall give Parent and Merger Sub prompt notice of any written demands for appraisal, withdrawals of such demands for appraisal, and any other instruments instrument served pursuant to Delaware Law Section 262 of the DGCL received by the Company, and Parent shall have the right to control all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demands or agree to do or commit to do any demand for payment of the foregoingfair value of a Dissenting Stockholder’s shares of Company Common Stock prior to the Effective Time. If any Dissenting Stockholder shall have effectively withdrawn (in accordance with Section 262(k) of the DGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Common Stock held by such Dissenting Stockholder shall be cancelled and converted into and represent the right to receive the Merger Consideration payable in respect thereof pursuant to Section 3.1.

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares of any Company Common Stock issued and outstanding immediately prior to the Effective Time Shares held by a holder any Company Stockholder who is entitled shall have demanded and not lost or withdrawn, or who shall be eligible to demand and properly demands demand, appraisal of or dissenter rights with respect to such shares of Company Common Stock *** CONFIDENTIAL PORTIONS OMITTED AND FILED SEPARATELY WITH THE COMMISSION Shares in the manner provided in the California General Corporate Law (the “CGCL”) or the DGCL (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), ) shall not be converted into represent the right to receive the Merger Consideration, but . If any Company Stockholder shall be converted into the fail to perfect or shall effectively withdraw or lose his or her right to receive such consideration appraisal and payment under the CGCL or the DGCL, as the case may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rightsbe, each Company Share held by such share of such holder Company Stockholder shall no longer be considered a Dissenting Share thereupon, in accordance with and shall be deemed subject to have converted as of the Effective Time into provisions set forth in this Article II, represent the right to receive the Merger Consideration in accordance and Parent shall promptly deposit such Company Stockholder’s portion of the Closing Consideration with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(gthe Paying Agent. (b) and any dividends or other distributions pursuant to Section 1.7(d). The Company shall give Parent prompt notice to Parent of any demands received by the Company for appraisal of shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Delaware Law received by the Company, withdrawals of such demands, and any other communications received by the Company in connection with any demands for appraisal. The Company shall not, except with the written consent of Parent, voluntarily make any payment with respect to any such demands. Parent shall have the right to control all negotiations and proceedings with respect to demands for appraisal, provided, however, that if Parent settles such demands. Prior to demand without the Effective Time, consent of the Company (or the Stockholder Representative if post Closing), which consent shall notnot be unreasonably withheld, except with the prior written consent of then no Parent voluntarily make any payment Indemnitee shall have a right for indemnification with respect to, or settle or offer to settle, any such demands or agree demand pursuant to do or commit to do any of the foregoingSection 9.2(a)(iii).

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, each share of the Company Common Stock (other than Excluded Shares) outstanding immediately prior to the First Effective Time and held by a holder who is entitled to demand and who properly demands appraisal for such shares of the Company Common Stock in accordance with Section 262 of the DGCL (“Dissenting Shares” ), shall not be converted into or be exchangeable for the right to receive a portion of the First Merger Consideration unless and until such holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal and payment under the DGCL. If any such holder fails to perfect or withdraws or loses such holder’s right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the First Effective Time into the right to receive the portion of the First Merger Consideration, if any, to which such holder is entitled pursuant to Section 3.1(a)(i), without interest. The Company shall give Parent (a) prompt notice of any demands received by the Company for appraisal of any shares of the Company Common Stock issued and outstanding immediately prior to the Effective Time held by a holder who is entitled to demand and properly demands appraisal of such shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), shall not be converted into the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. From and after the First Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d). The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of shares of Company Common Stock, attempted written withdrawals of such demands demands, and any other instruments served pursuant to Delaware Law the DGCL and received by the Company, Company relating to stockholders’ rights to appraisal with respect to the First Merger and Parent shall have (b) the right opportunity to control participate in all negotiations and proceedings with respect to any exercise of such demandsappraisal rights under the DGCL. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Parent, which shall not be unreasonably withheld, conditioned or delayed, voluntarily make any payment with respect toto any demands for payment of fair value for capital stock of the Company, offer to settle or settle or offer to settle, any such demands or agree to do or commit to do approve any withdrawal of the foregoingany such demands.

Dissenters’ Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary (other than Section 1.7(b)), any shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time held by a holder who is entitled to demand has demanded and properly demands perfected appraisal of rights for such shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who complies in all respects with, accordance with Section 262 of Delaware Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights (the “Appraisal Rights”"Dissenting Shares"), shall not be converted into the or represent a right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder Parent Common Stock pursuant to Section 262 of Delaware Law unless such 1.6, but the holder fails to perfect, withdraws or otherwise loses such holder’s right thereof shall only be entitled to such payment or appraisalrights as are granted by Delaware Law. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If. (b) Notwithstanding the provisions of Section 1.6(a) hereof, after the Effective Time, such if any holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of shares of Company Capital Stock who demands appraisal of such holder shares under Delaware Law shall no longer be considered a Dissenting Share and shall be deemed effectively withdraw or lose (through failure to have converted perfect or otherwise) the right to appraisal, then, as of the later of the Effective Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive the Merger Consideration Parent Common Stock and fractional shares and cash as provided in accordance with Section 1.6(a)) without interest thereon, cash in lieu upon surrender of any fractional shares pursuant to Section 1.6(gthe certificate representing such shares. (c) and any dividends or other distributions pursuant to Section 1.7(d). The Company shall give Parent (i) prompt notice to Parent of any written demands received by the Company for appraisal of any shares of Company Common Capital Stock, withdrawals of such demands demands, and any other instruments served pursuant to Delaware Law and received by the Company, Company and Parent shall have (ii) the right opportunity to control participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under Delaware Law. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Parent, voluntarily make any payment with respect to, or settle to any demands for appraisal of capital stock of the Company or offer to settle, settle or settle any such demands or agree to do or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything in Shares that have not been voted for adoption of this Agreement and with respect to which appraisal has been properly demanded in accordance with, and at all times the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time held by a holder who is entitled to demand and properly demands appraisal of such shares Shares has been in compliance with, Section 262 of Company Common Stock the DGCL (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), shall ) will not be converted into the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws Consideration at or otherwise loses such holder’s right to such payment or appraisal. From and after the Effective Time, a but instead at the Effective Time shall become entitled to receive the fair value of such Dissenting Shares in accordance with Section 262 of the DGCL. Notwithstanding the foregoing, if any holder of Dissenting Shares shall fails to perfect or otherwise waives, withdraws, loses or becomes ineligible for such appraisal or a court of competent jurisdiction determines that such holder is not have and shall not be entitled to exercise any the relief provided by Section 262 of the voting rights or other rights of a stockholder DGCL, then, as of the Surviving Corporation. IfEffective Time or the occurrence of such event, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rightswhichever last occurs, each such share of such holder shall no longer holder’s Dissenting Shares will cease to be considered a Dissenting Share, and each such Share and shall will be deemed to have converted as of the Effective Time into into, and shall have become, the right to receive the Merger Consideration in accordance with Section 1.6(a)Consideration, cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)without interest. The Company shall give Kuraray prompt notice to Parent of any demands received by the Company for appraisal of shares of Company Common Stockappraisal, attempted withdrawals of such demands and any other instruments served pursuant to Delaware Law received by the CompanyCompany relating to stockholders’ rights of appraisal, and Parent Kuraray shall have the right to control participate in all negotiations and proceedings with respect to such demandsdemands except as required by applicable Law. Prior to the Effective Time, the The Company shall not, except with without the prior written consent of Parent voluntarily Kuraray, make any payment with respect to, or settle or offer to settle, any such demands demands, or agree to do take or commit to do take any of the foregoingsuch action.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, each share of the Company Common Stock (other than Excluded Shares) outstanding immediately prior to the First Effective Time and held by a holder who is entitled to demand and who properly demands appraisal for such shares of the Company Common Stock in accordance with Section 262 of the DGCL (“Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive a portion of the First Merger Consideration unless and until such holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal and payment under the DGCL. If any such holder fails to perfect or withdraws or loses such holder’s right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the First Effective Time into the right to receive the portion of the First Merger Consideration, if any, to which such holder is entitled pursuant to Section 3.1(a)(i), without interest. The Company shall give Parent (a) prompt notice of any demands received by the Company for appraisal of any shares of the Company Common Stock issued and outstanding immediately prior to the Effective Time held by a holder who is entitled to demand and properly demands appraisal of such shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), shall not be converted into the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. From and after the First Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d). The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of shares of Company Common Stock, attempted written withdrawals of such demands demands, and any other instruments served pursuant to Delaware Law the DGCL and received by the Company, Company relating to stockholders’ rights to appraisal with respect to the First Merger and Parent shall have (b) the right opportunity to control participate in all negotiations and proceedings with respect to any exercise of such demandsappraisal rights under the DGCL. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Parent, which shall not be unreasonably withheld, conditioned or delayed, voluntarily make any payment with respect toto any demands for payment of fair value for capital stock of the Company, offer to settle or settle or offer to settle, any such demands or agree to do or commit to do approve any withdrawal of the foregoingany such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, each share of the Company Capital Stock (other than Excluded Shares) outstanding immediately prior to the First Effective Time and held by a holder who is entitled to demand and has properly demanded appraisal for such shares of the Company Common Stock in accordance with Section 10.354 of the TBOC (“Dissenting Shares”) shall not be converted into or be exchangeable for the right to receive a portion of the First Merger Consideration unless and until such holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal and payment under the TBOC. If, after the First Effective Time, any such holder fails to perfect or withdraws or loses such holder’s right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the First Effective Time into the right to receive the portion of the First Merger Consideration, if any, to which such holder is entitled pursuant to Section 3.1(a)(i), without interest. The Company shall give Parent (a) prompt notice of any demands received by the Company for appraisal of any shares of the Company Common Stock issued and outstanding immediately prior to the Effective Time held by a holder who is entitled to demand and properly demands appraisal of such shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), shall not be converted into the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. From and after the First Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d). The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of shares of Company Common Stock, attempted written withdrawals of such demands demands, and any other instruments served pursuant to Delaware Law the TBOC and received by the Company, Company relating to shareholders’ rights to appraisal with respect to the First Merger and Parent shall have (b) the right opportunity to control participate in all negotiations and proceedings with respect to any exercise of such demandsappraisal rights under the TBOC. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Parent, which shall not be unreasonably withheld, conditioned or delayed, voluntarily make any payment with respect toto any demands for payment of fair value for capital stock of the Company, offer to settle or settle or offer to settle, any such demands or agree to do or commit to do approve any withdrawal of the foregoingany such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares of capital stock of the Company Common Stock issued and outstanding immediately prior to the Effective Time held by a holder who, pursuant to Section 262 of the DGCL or any successor provision, has the right to dissent to the Merger and demand payment for such shares, and who is entitled to demand properly dissents and properly demands appraisal payment for the fair value of such shares of capital stock of the Company Common Stock (“Dissenting Shares”), pursuant to, and who complies ) in all respects with, Section 262 of Delaware Law (accordance with the “Appraisal Rights”)DGCL, shall not be converted into the right to receive the Applicable Merger ConsiderationConsideration as set forth in Section 1.5, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder withdraws, fails to perfect, withdraws perfect or otherwise loses such holder’s right to such payment or appraisal. From and after the Effective Timepayment, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporationif any. If, after the Effective Time, such holder withdraws, fails to perfect, withdraws perfect or otherwise loses any such Appraisal Rightsright to payment, each such share of such holder shall no longer be considered a holder’s Dissenting Share and Shares shall be deemed to have treated as having been converted as of the Effective Time into the right to receive the Applicable Merger Consideration Consideration. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in accordance with Section 1.6(a), cash 262 of the DGCL or any successor provision and as provided in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)the immediately preceding sentence. The Company shall give prompt notice to Parent Pubco of any demands received by the Company for appraisal of shares of capital stock of the Company Common Stock, withdrawals of such demands and any other instruments served pursuant the opportunity to Delaware Law received by the Company, and Parent shall have the right to control participate in all negotiations and proceedings with respect to any such demandsdemand. Prior Except to the Effective Timeextent otherwise required by the DGCL, the Company shall not, except with the prior written consent of Parent voluntarily not make any payment or settlement offer prior to the Effective Time with respect to, or settle or offer to settle, any such demands demand unless Pubco shall have consented in writing to such payment or agree to do or commit to do any of the foregoingsettlement offer.

Dissenters’ Rights. All persons who have executed and delivered a Shareholders Consent shall be deemed to have consented to the Merger. Notwithstanding anything in this Agreement to the contrary, shares of any Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled has not voted in favor of the Merger or delivered a valid, unrevoked proxy in favor of the Merger, or consented thereto in writing and who has delivered written notice to demand the Company objecting to the Merger and properly demands appraisal demanding payment for his shares as required in accordance, and has otherwise complied, with the applicable provisions of such shares of Company Common Stock the CGCL regarding dissenters rights (“"Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”"), shall not be converted into the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law terminated and extinguished unless and until such holder fails to perfect, elect to dissent from the Merger or effectively withdraws or otherwise loses such holder’s right to such payment forfeits his or appraisal. From and after her dissenters rights under the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any provisions of the voting rights or other rights of a stockholder of the Surviving CorporationCGCL. If, after the Effective Time, any such holder fails to perfect, perfect or effectively withdraws or otherwise loses any his or her dissenters rights, such Appraisal Rights, each such share of such holder Dissenting Shares shall no longer thereupon be considered a Dissenting Share treated as if they had been terminated and shall be deemed to have converted extinguished as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)Time. The Company shall give Parent (i) prompt notice to Parent of any demands for dissenters rights of any Company Stock, withdrawals of such demands, and any other instruments that related to such demands received by the Company for appraisal of shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant (ii) the opportunity to Delaware Law received by the Company, and Parent shall have the right to control direct all negotiations and proceedings with respect to such demandsdemands for dissenters rights under the CGCL. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent voluntarily Parent, make any payment with respect to, or settle to any demands for dissenters rights or offer to settle, settle or settle any such demands or agree to do or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything in this Agreement No person who has validly exercised their Dissenter Rights pursuant to Section 238 of the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time held by a holder who is Companies Law shall be entitled to demand and properly demands appraisal of such shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), shall not be converted into the right to receive the Per Share Merger Consideration, but Consideration with respect to the Shares owned by such person unless and until such person shall be converted into have effectively withdrawn such person’s written objection or lost such person’s Dissenter Rights under the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisalCompanies Law. From and after the Effective Time, If a holder of Dissenting Shares effectively withdraws its written objection or loses its Dissenter Rights under Section 238 of the Companies Law with respect to any Dissenting Shares, such Shares shall not have and cease to be Dissenting Shares. Each Dissenting Shareholder shall not be entitled to exercise any receive only the payment resulting from the procedure in Section 238 of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, Companies Law with respect to Shares owned by such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)Shareholder. The Company shall give Parent (i) prompt notice to Parent of any written objection to the Merger or any demands received by for the Company for appraisal exercise of shares of Company Common Stock, withdrawals of such demands Dissenter Rights and any other instruments served pursuant to Delaware Law applicable law that are received by the Company, Company relating to its shareholders’ rights to dissent from the Merger and Parent shall have (ii) the right opportunity to control direct or approve all negotiations and proceedings with respect to such demandsthe exercise of Dissenter Rights under the Companies Law. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Parent, voluntarily make any payment with respect toto any dissent from the Merger or the exercise of Dissenter Rights, offer to settle or settle or offer to settle, any such demands or agree to do or commit to do approve any withdrawal of the foregoingany such demands.

Dissenters’ Rights. Notwithstanding anything in any provisions of this Agreement to the contrary, any shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time held by a holder who is entitled to demand has exercised such holder's dissenters' rights in accordance with Delaware Law and properly demands appraisal who, as of the Effective Time, has not effectively withdrawn or lost such shares of Company Common Stock dissenters' rights (“"Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”"), shall not be converted into or represent a right to receive the consideration described in Section 1.6(a), but the holder of the Dissenting Shares shall only be entitled to such rights as are granted by Delaware Law. Notwithstanding the above, if any holder of Dissenting Shares shall effectively withdraw or lose (through the failure to perfect or otherwise) such holder's dissenters' rights pursuant to Delaware Law, then, as of the Effective Time or the occurrence of such withdrawal or loss event, such holder's shares shall automatically be converted into and represent only the right to receive the Merger Considerationconsideration described in Section 1.6(a) hereof upon surrender of the applicable certificates as provided herein, but shall be converted into less the right number of shares allocable to receive such consideration as may be due Company Stockholder that have been deposited in the Escrow Fund in respect of such holder shares of Parent Common Stock pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g1.7(c) and any dividends or other distributions pursuant to Section 1.7(d)Article VIII hereof. The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Delaware Law received by the Company, and Parent shall have the right to control all negotiations and proceedings with respect to such demands. Prior to the Effective Time, the Company shall notagrees that, except with the prior written consent of Parent Parent, or as required under Delaware Law, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such demands or agree purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who, pursuant to do or commit the provisions of Delaware Law, becomes entitled to do any payment of the foregoingfair value for shares of Company Capital Stock shall receive payment therefor (but only after the value therefor shall have been agreed upon or finally determined pursuant to such provisions). Any amounts paid to a holder pursuant to a right of appraisal will be paid by the Surviving Corporation out of its own funds and will not be reimbursed by Parent or any affiliate of Parent (other than the Surviving Corporation).

Dissenters’ Rights. All persons who have executed and delivered a Stockholders’ Consent shall be deemed to have consented to the Merger. Notwithstanding anything in this Agreement to the contrary, shares of any Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled has not voted in favor of the Merger or delivered a valid, unrevoked proxy in favor of the Merger, or consented thereto in writing and who has delivered written notice to demand the Company objecting to the Merger and properly demands appraisal demanding payment for his shares as required in accordance, and has otherwise complied, with the applicable provisions of such shares of Company Common Stock the DGCL regarding dissenters’ rights (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), shall not be converted into the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law terminated and extinguished unless and until such holder fails to perfect, elect to dissent from the Merger or effectively withdraws or otherwise loses such holderforfeits his or her dissenter’s right to such payment or appraisal. From and after rights under the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any provisions of the voting rights or other rights of a stockholder of the Surviving CorporationDGCL. If, after the Effective Time, any such holder fails to perfect, perfect or effectively withdraws or otherwise loses any his or her dissenter’s rights, such Appraisal Rights, each such share of such holder Dissenting Shares shall no longer thereupon be considered a Dissenting Share treated as if they had been terminated and shall be deemed to have converted extinguished as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)Time. The Company shall give Parent (i) prompt notice to Parent of any demands for dissenters’ rights of any Company Stock, withdrawals of such demands, and any other instruments that related to such demands received by the Company for appraisal of shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant (ii) the opportunity to Delaware Law received by the Company, and Parent shall have the right to control direct all negotiations and proceedings with respect to such demandsdemands for dissenters’ rights under the DGCL. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent voluntarily Parent, make any payment with respect to, or settle to any demands for dissenters’ rights or offer to settle, settle or settle any such demands or agree to do or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything in this Agreement contained herein to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time held by a holder who is entitled to demand and properly demands appraisal of such shares of Company Common Stock (“any Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), Shares shall not be converted into or represent the right to receive the Merger ConsiderationPer-Share Cash Amount provided for in Section 1.8(a), but instead shall be converted into the right to receive only such consideration as may be determined to be due with respect to such holder Dissenting Shares pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any applicable provisions of the voting rights or other rights of a stockholder of the Surviving CorporationCGCL. If, after At the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder Dissenting Shares shall no longer be considered a Dissenting Share outstanding and shall automatically be deemed cancelled and extinguished. Notwithstanding Section 1.8(a), in the event any Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such right to require the Company to so purchase the Dissenting Shares, the Dissenting Shares held by such Dissenting Shareholder shall no longer be Dissenting Shares and shall automatically be converted as of the Effective Time into and represent only the right to receive the Merger Consideration Per-Share Cash Amount as provided in accordance with Section 1.6(a1.8(a), cash in lieu of without any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)interest thereon. The Company shall give Parent (i) prompt notice to Parent of any demands received by delivered pursuant to the Company for appraisal of shares of Company Common StockCGCL, withdrawals of such demands demands, and any other instruments served pursuant to Delaware Law the CGCL and received by the CompanyCompany relating to a shareholder's demand that the Company purchase shares of Company Common Stock, and Parent shall have (ii) the right to control direct all negotiations and proceedings Proceedings with respect to such demandsdemands under the CGCL. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Parent, voluntarily make any payment or offer to make any payment with respect to, or settle or offer to settle, any such demands claim or agree to do or commit to do demand in respect of any of the foregoingDissenting Shares.

Dissenters’ Rights. Notwithstanding anything in this Agreement contained herein to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time any Shares held by a holder Citytalk Shareholders who is entitled to demand properly exercise and properly demands appraisal of such shares of Company Common Stock perfect the dissenters' rights set forth in the NRS (“"Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), ") shall not be converted pursuant to Section 2.1, but shall instead be converted into the right to receive the Merger Consideration, but shall be converted into fair value of the right to receive such consideration shares as may be determined to be due with respect to such holder Dissenting Shares pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any provisions of the voting rights or other rights of a stockholder of the Surviving CorporationNRS. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d). The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Delaware Law received by the Company, and Parent Semotus shall have the right to control all negotiations and proceedings with respect to such demands. Prior to the Effective Time, determination of the fair value of the Company shall notShares. Citytalk agrees that, except with without the prior written consent of Parent Semotus or as required under the NRS, it will not voluntarily make any payment with respect to, or settle determine or offer to settledetermine, any such demands or agree the fair value of Citytalk's Common Stock. Each holder of Dissenting Shares (a "Dissenting Shareholder") who, pursuant to do or commit to do any the provisions of the foregoingNRS, becomes entitled to payment of the fair value of Citytalk Shares shall receive payment therefor from the Surviving Corporation (but only after the fair value therefor shall have been agreed upon or finally determined pursuant to the provisions of the NRS). In the event that any holder of the Company Shares fails to make an effective demand for payment or otherwise loses his, her or its status as a Dissenting Shareholder, Semotus shall, as of the later of the Effective Time or the occurrence of such event, issue and deliver, upon surrender by such Dissenting Shareholder of his, her or its Certificate(s), the Merger Consideration without interest thereon to which such Dissenting Shareholder would have otherwise been entitled under this Agreement.

Dissenters’ Rights. (a) Notwithstanding anything in this any provision of the Agreement to the contrary, shares each share of Company Common Capital Stock that is issued and outstanding immediately prior to the Effective Time and is held by a holder shareholders who is entitled to demand have not voted such shares in favor of the approval and adoption of this Agreement and who shall have properly demands demanded appraisal of such shares in accordance with Section 9.10 of Company Common Stock the NYBCL (“"Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), ") shall not be converted into the right to receive the relevant Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. From and after Consideration at the Effective Time, unless and until the holder of such Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal and payment under the NYBCL. If a holder of Dissenting Shares (a "Dissenting Shareholder") shall not have so failed to perfect or shall have effectively withdrawn or lost such right to appraisal and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. Ifpayment, after the Effective Timethen, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time or the occurrence of such event, whichever last occurs, such Dissenting Shares shall be converted into and represent solely the right to receive the relevant Merger Consideration Consideration, without any interest thereon, as provided in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g1.7. (b) and any dividends or other distributions pursuant to Section 1.7(d). The Company shall give Parent (i) prompt notice to Parent of any written demands received by the Company for appraisal payment, withdrawal of shares of Company Common Stock, withdrawals of such demands for payment and any other instruments served pursuant to Delaware Law received by Section 623 of the Company, NYBCL and Parent shall have (ii) the right opportunity to control direct all negotiations and proceedings with respect to such demandsdemands for appraisal under Section 623 of the NYBCL. Prior The Company agrees that prior to the Effective Time, the Company shall it will not, except with without the prior written consent of Parent Parent, voluntarily make or agree to make any payment with respect to, or settle or offer to settle, any such demands or agree demands. (c) Each holder of Dissenting Shares who becomes entitled, pursuant to do or commit to do any the provisions of Section 910 of the foregoing.NYBCL, to payment of his or her Dissenting Shares shall receive payment therefor after the Effective Time from the Surviving Corporation (but only after

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, to the extent required by the OGCL, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by any shareholder who was a record holder who is of Company Common Stock as to which such shareholder seeks relief as of the date fixed for determination of shareholders entitled to notice of the Company Shareholders Meeting, and who delivers to the Company before the Company Shareholders Meeting a written demand and properly demands appraisal of to be paid the fair cash value for such shares of Company Common Stock and that are not voted in favor of the proposal to adopt this Agreement at the Company Shareholders Meeting in accordance with Sections 1701.84 and 1701.85 of the OGCL (collectively, “Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), shall not be converted into the right to receive the Merger ConsiderationConsideration as provided in Section 2.01(a)(ii), but shall be converted into the right to receive unless and until such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder shareholder fails to perfectperfect or otherwise waives, withdraws or otherwise loses such holdershareholder’s right to rights as a dissenting shareholder, if any, under the OGCL. If any such payment or appraisal. From and after the Effective Time, shareholder (a holder of “Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder Shareholder”) fails to perfectperfect or otherwise waives, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered rights as a Dissenting Share and Shareholder, then that shareholder’s Company Common Stock shall thereupon be deemed to have been converted as of the Effective Time into only the right to receive at the Effective Time the Merger Consideration in accordance with Section 1.6(a)Consideration, cash in lieu without interest, upon surrender of any fractional shares Certificates or Book-Entry Shares representing such Company Common Stock pursuant to Section 1.6(g) 2.02 (and any dividends if such withdrawal or other distributions failure to perfect occurs prior to the first anniversary of the Effective Time, Parent shall make available or cause to be made available to the Paying Agent additional funds pursuant to the terms of Section 1.7(d2.02(b)(iii). Subject to the preceding sentence, from and after the Effective Time, each shareholder who has asserted rights as a Dissenting Shareholder as provided in Sections 1701.84 and 1701.85 of the OGCL shall be entitled only to such rights as are granted under those sections of the OGCL. The Company shall give prompt notice to promptly notify Parent of any demands received by each shareholder who asserts rights as a Dissenting Shareholder following receipt of such shareholder’s written demand delivered as provided in Section 1701.85(A)(4) of the Company for appraisal of shares of Company Common StockOGCL, attempted withdrawals of such demands and any other instruments served pursuant to Delaware Law applicable Laws that are received by the Company, and Company relating to Company shareholders’ rights of the type described in this Section 2.03. Parent shall have the right to control participate in and direct all negotiations and proceedings Claims with respect to such demandsdemands under the OGCL described in this Section 2.03. Prior to the Effective Time, the Company shall not, except with the prior written consent of Parent Parent, voluntarily make any payment with respect toor commit or agree to make any payment, or settle or commit or offer to settle, any such demands or agree to do or commit to do any rights of a Dissenting Shareholder asserted under Section 1701.85 of the foregoingOGCL.

Dissenters’ Rights. Notwithstanding anything in any provision of this Agreement to the contrary, shares each outstanding Share, the holder of Company Common Stock issued which has demanded and outstanding immediately prior perfected such holder’s right to dissent from the Merger and to be paid the fair value of such Shares in accordance with the MBCA and, as of the Effective Time held by a holder who is entitled to demand and properly demands appraisal of Time, has not effectively withdrawn or lost such shares of Company Common Stock dissenters’ rights (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), shall not be converted into the or represent a right to receive the Merger Consideration, but shall be Consideration into which Shares are converted into the right to receive such consideration as may be due such holder pursuant to Section 262 3.1(a) hereof, but the holder thereof shall be entitled only to such rights as are granted by the MBCA. Notwithstanding the immediately preceding sentence, if any holder of Delaware Law unless such holder fails Shares who demands dissenters’ rights with respect to perfect, its Shares under the MBCA effectively withdraws or otherwise loses such holder’s right (through failure to such payment perfect or appraisal. From and after the Effective Timeotherwise) its dissenters’ rights, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted then as of the Effective Time or the occurrence of such event, whichever occurs later, such holder’s Shares will automatically be converted into and represent only the right to receive the Merger Consideration as provided in Section 3.1(a) hereof, without interest thereon, upon surrender of the Certificate or Certificates formerly representing such Shares in accordance with Section 1.6(a)3.2 hereof. After the Effective Time, cash Parent shall cause the Surviving Corporation to make all payments to holders of Shares with respect to such demands in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)accordance with the MBCA. The Company shall give Parent (i) prompt written notice to Parent of any demands notice of intent to demand fair value for any Shares, withdrawals of such notices, and any other instruments received by the Company for appraisal of shares of Company Common Stockand (ii) the opportunity to participate in, withdrawals of such demands direct and any other instruments served pursuant to Delaware Law received by the Company, and Parent shall have the right to control all negotiations and proceedings with respect to such demandsdemands for fair value for Shares under the MBCA. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Parent, voluntarily make any payment or offer of payment with respect to, or settle to any demands for fair value for Shares or offer to settle, settle or settle any such demands or agree to do or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares each share of the Company Common Stock issued and (other than Excluded Shares) outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly demands demanded appraisal of for such shares of the Company Common Stock in accordance with Section 262 of the DGCL (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), shall not be converted into or be exchangeable for the right to receive a portion of the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law Consideration unless and until such holder fails to perfect, perfect or withdraws or otherwise loses such holder’s right to such appraisal and payment or appraisal. From and after under the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving CorporationDGCL. If, after the Effective Time, any such holder fails to perfect, perfect or withdraws or otherwise loses any such Appraisal Rightsholder’s right to appraisal, each such share of such holder Dissenting Shares shall no longer thereupon be considered a Dissenting Share and shall be deemed to have treated as if they had been converted as of the Effective Time into the right to receive the portion of the Merger Consideration in accordance with Section 1.6(a)Consideration, cash in lieu of any fractional shares if any, to which such holder is entitled pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d3.1(a), without interest. The Company shall give Assertio (a) prompt notice to Parent of any demands received by the Company for appraisal of any shares of the Company Common StockStock issued and outstanding immediately prior to the Effective Time, attempted written withdrawals of such demands demands, and any other instruments served pursuant to Delaware Law the DGCL and received by the Company, Company relating to stockholders’ rights to appraisal with respect to the Merger and Parent shall have (b) the right opportunity to control direct all negotiations and proceedings with respect to any exercise of such demandsappraisal rights under the DGCL. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Assertio, voluntarily make any payment with respect toto any demands for payment of fair value for capital stock of the Company, offer to settle or settle or offer to settle, any such demands or agree to do or commit to do approve any withdrawal of the foregoingany such demands.

Dissenters’ Rights. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary (other than Section 1.7(b)), any shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time held by a holder who is entitled to demand has demanded and properly demands perfected appraisal of rights for such shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who complies in all respects with, accordance with Section 262 of Delaware Law and who, as of the Effective Time, has not effectively withdrawn or lost such appraisal or dissenters' rights (the “Appraisal Rights”"Dissenting Shares"), shall not be converted into the or represent a right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder Parent Common Stock or cash pursuant to Section 262 of Delaware Law unless such 1.6, but the holder fails to perfect, withdraws or otherwise loses such holder’s right thereof shall only be entitled to such payment or appraisalrights as are granted by Delaware Law. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If. (b) Notwithstanding the provisions of Section 1.6(a) hereof, after the Effective Time, such if any holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of shares of Company Capital Stock who demands appraisal of such holder shares under Delaware Law shall no longer be considered a Dissenting Share and shall be deemed effectively withdraw or lose (through failure to have converted perfect or otherwise) the right to appraisal, then, as of the later of the Effective Time and the occurrence of such event, such holder's shares shall automatically be converted into and represent only the right to receive the Merger Consideration Parent Common Stock and cash as provided in accordance with Section 1.6(a)) without interest thereon, cash in lieu upon surrender of any fractional shares pursuant to Section 1.6(gthe certificate representing such shares. (c) and any dividends or other distributions pursuant to Section 1.7(d). The Company shall give Parent (i) prompt notice to Parent of any written demands received by the Company for appraisal of any shares of Company Common Capital Stock, withdrawals of such demands demands, and any other instruments served pursuant to Delaware Law and received by the Company, Company relating to stockholders' rights of appraisal and Parent shall have (ii) the right opportunity to control participate in all negotiations and proceedings with respect to such demandsdemands for appraisal under Delaware Law. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent voluntarily make any payment with respect to, or settle or offer to settle, any such demands or agree to do or commit to do any of the foregoing.,

Dissenters’ Rights. (a) Notwithstanding anything in this Agreement to the contrary, shares of capital stock of the Company Common Stock issued and outstanding immediately prior to the Effective Time held by a holder who is entitled who, pursuant to Subchapter XIII of the WBCL or any successor provision, has the right to dissent to the Merger and demand payment for such shares and properly dissents and demands appraisal payment for the fair value of such shares of capital stock of the Company Common Stock (“"Dissenting Shares”), pursuant to, and who complies ") in all respects with, Section 262 of Delaware Law (accordance with the “Appraisal Rights”)WBCL, shall not be converted into the right to receive the Merger ConsiderationParent Common Stock as set forth in Section 1.5, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder withdraws, fails to perfect, withdraws perfect or otherwise loses such holder’s 's right to such payment or appraisal. From and after the Effective Timepayment, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporationif any. If, after the Effective Time, such holder withdraws, fails to perfect, withdraws perfect or otherwise loses any such Appraisal Rightsright to payment, each such share of such holder shall no longer be considered a holder's Dissenting Share and Shares shall be deemed to have treated as having been converted as of the Effective Time into the right to receive the Merger Consideration Consideration. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in accordance with Section 1.6(a), cash Subchapter XIII of the WBCL or any successor provision and as provided in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)the immediately preceding sentence. The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of shares of capital stock of the Company Common Stock, withdrawals of such demands and any other instruments served pursuant the opportunity to Delaware Law received by the Company, and Parent shall have the right to control participate in all negotiations and proceedings with respect to any such demandsdemand. Prior Except to the Effective Timeextent otherwise required by the WBCL, the Company shall not, except with the prior written consent of Parent voluntarily not make any payment or settlement offer prior to the Effective Time with respect to, or settle or offer to settle, any such demands demand unless Parent shall have consented in writing to such payment or agree to do or commit to do any of the foregoingsettlement offer.

Dissenters’ Rights. Notwithstanding anything in any provision of this Agreement to the contrary, any issued and outstanding shares of Company Preferred Stock or Company Common Stock issued and outstanding immediately prior to the Effective Time held by a holder persons who is entitled to demand have exercised and properly demands appraisal of perfected dissenters rights for such shares of Company Preferred Stock or Company Common Stock Stock, as applicable, in accordance with the GBCC (“Dissenting Shares”), pursuant to, ) and who complies in all respects with, Section 262 as of Delaware Law (the “Appraisal Rights”)Effective Time have neither effectively withdrawn nor lost any right to such appraisal, shall not be converted into or represent a right to receive the Aggregate Merger Consideration payable under this Article II attributable to such Dissenting Shares. Such shareholders shall be entitled to receive payment of the appraised value of such shares of Company Preferred Stock or Company Common Stock held by them in accordance with the GBCC, unless and until such shareholders fail to perfect, effectively withdraw or otherwise lose their appraisal rights under the GBCC. Notwithstanding the foregoing, if any dissenting shareholder shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal, then as of the Effective Time or the occurrence of such event, whichever occurs later, such Dissenting Shares shall automatically be converted into and represent only the right to receive the Aggregate Merger ConsiderationConsideration and any other amounts payable under this Article II, but shall be converted into without interest thereon, upon surrender of the right to receive Certificate or Certificates representing such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)2.05. The Company shall give prompt notice to provide Parent notice, promptly after the Company’s receipt thereof, of any written demands received by the Company for appraisal or payment of the fair value of any shares of Company Preferred Stock or Company Common Stock, withdrawals as applicable, the withdrawal of such demands and any other related instruments served pursuant to Delaware Law received by the Company, and Parent shall have the right to control all negotiations and proceedings with respect to such demands. 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 to settle, any such demands or agree to do or commit to do any of the foregoingapplicable Law.

Dissenters’ Rights. Notwithstanding anything in any other provision of this Agreement to the contrary, shares of the Company Common Stock issued and (as defined below) that are outstanding immediately prior to the Effective Time and that are held by a holder shareholders who is entitled shall have not voted in favor of the Merger or consented thereto in writing and who properly shall have delivered to the Company written demand and properly demands for appraisal of the fair value of such shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware accordance with New York Law (collectively, the “Appraisal Rights”), "Dissenters' Shares") shall not be converted into or represent the right to receive the Merger Consideration, but . Such shareholders instead shall be entitled to receive payment of the fair value of such shares held by them in accordance with the provisions of New York Law, except that all Dissenters' Shares held by shareholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their Dissenters' Rights under New York Law shall thereupon be deemed to have been converted into the right and to receive such consideration have become exchangeable, as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into for the right to receive receive, without any interest thereon, the Merger Consideration in accordance with the manner provided in Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)3.1 below. The Company shall give Parent (i) prompt notice to Parent of any written demands received by the Company for appraisal of the fair value of any shares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to Delaware New York Law and received by the CompanyCompany relating to shareholders' rights of appraisal, and Parent shall have (ii) the right opportunity to control direct all negotiations and proceedings with respect to such demandsdemands for appraisal under New York Law. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demands or agree to do or commit to do any of the foregoingdemand for appraisal.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, any shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly demands exercised the holder’s appraisal rights in accordance with Section 262 of such shares of Company Common Stock the DGCL or any successor provision (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), shall ) will not be converted into into, or represent the right to receive receive, the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless and until such holder fails to perfect, perfect or effectively withdraws or otherwise loses such holder’s right to such appraisal and payment or appraisal. From and after under the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving CorporationDGCL. If, after the Effective Time, any such holder fails to perfect, perfect or effectively withdraws or otherwise loses any his right to appraisal, then such Appraisal Rights, each such share of such holder shall no longer Dissenting Shares will thereupon be considered a Dissenting Share and shall be deemed to have treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration to which such holder is entitled, without interest or dividends thereon, upon the surrender of the Certificate(s) which formerly represented such Dissenting Shares, in accordance with the manner provided in Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)2.3. The Company shall will give (a) the Purchaser and the Stockholder Representative prompt notice to Parent of any demands received by the Company for appraisal of shares of Company Common Capital Stock, attempted withdrawals of such demands and any other instruments instrument served pursuant to Delaware Law the DGCL and received by the CompanyCompany relating to stockholders’ rights of appraisal, and Parent shall have (b) the right Purchaser the opportunity to control direct all negotiations and proceedings with respect to such demands. Prior demands for appraisal under the DGCL, provided that any settlement or proceeding that results in a claim by any Purchaser Indemnified Party pursuant to Article 9 will be subject to the Effective Time, dispute resolution mechanism provided therein. The Purchaser will keep the Stockholder Representative reasonably informed of such negotiations and proceedings. The Company shall not, except with the prior written consent of Parent will not voluntarily make any payment with respect to, or settle or offer to settle, any such demands or agree to do or commit to do any demand for payment, except with the prior written consent of the foregoingPurchaser and the Stockholder Representative.

Dissenters’ Rights. Notwithstanding anything in any other provision of this Agreement to the contrary, shares of Company FFFB Common Stock issued and that are outstanding immediately prior to the Effective Time and which are held by a holder stockholders who is entitled to demand and properly demands appraisal shall have not voted in favor of such shares of Company Common Stock (“Dissenting Shares”), pursuant to, the Merger and who complies in all respects withhave filed with FFFB a written objection to the Merger (collectively, Section 262 of Delaware Law (the “Appraisal Rights”), "DISSENTERS' SHARES") shall not be converted into or represent the right to receive the Merger Consideration, but . Such stockholders instead shall be entitled only to such rights as are granted by applicable law, except that all Dissenters' Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights to payment of the fair value of their shares under the DGCL shall thereupon be deemed to have been converted into the right and to receive such consideration have become exchangeable for, as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled the right to exercise receive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in SECTION 2.7 of the voting rights FFFB Certificate or other rights of a stockholder of the Surviving Corporation. IfFFFB Certificates that, after immediately prior to the Effective Time, evidenced such holder fails shares. FFFB shall give CLAS (i) prompt notice of any written objections to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into the right to receive the Merger Consideration and (ii) the opportunity to participate in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d). The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Delaware Law received by the Company, and Parent shall have the right to control all negotiations and proceedings with respect to such demandsdemands under the DGCL consistent with the obligations of FFFB thereunder. Prior to the Effective Time, the Company FFFB shall not, except with the prior written consent of Parent voluntarily CLAS, (x) make any payment with respect toto such demand, (y) offer to settle or settle any demand for payment or offer (z) waive any failure to settle, timely deliver a written demand for payment or timely take any such demands or agree to do or commit to do any of other action in accordance with the foregoingDGCL.

Dissenters’ Rights. Notwithstanding anything in any other provisions of this Agreement to the contrary, shares of Company Common Stock issued and Shares that are outstanding immediately prior to the Effective Time and which are held by a holder stockholders who is entitled shall have not voted in favor of the Merger and who shall have provided valid notice of their intent to demand and properly demands appraisal of payment for such shares of Company Common Stock Shares (“Dissenting Shares”), pursuant to, and who complies all in all respects with, accordance with Section 262 of Delaware Law (the “Appraisal Rights”), DGCL) shall not be converted into the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into represent the right to receive the Merger Consideration (collectively, the "Dissenting Shares"). Such Dissenting Shares instead shall, from and after the Effective Time, represent only the right to receive payment for such Dissenting Shares in accordance with the provisions of Sections 262 of the DGCL relating to appraisal rights, 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 dissent and obtain payment for such stockholder's Dissenting Shares shall thereupon be deemed to have been converted into and to have become exchangeable, as of the Effective Time, for the right to receive, without any interest thereon, the Merger Consideration, upon surrender in the manner provided in Section 1.6(a)2.9, cash in lieu of any fractional shares pursuant the Certificate or Certificates that, immediately prior to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)the Effective Time, evidenced such stockholder's Shares. The Company Cidco shall give EarthLink (a) prompt notice to Parent of any demands received by the Company Cidco for appraisal of shares of Company Common StockDissenting Shares, withdrawals of such demands demands, and any other instruments served pursuant to Delaware Law the DGCL and received by the Company, Cidco and Parent (b) EarthLink shall have the right to control participate in all negotiations and proceedings with respect to such demands. Prior to the Effective TimeExcept as required by a court or as may be required by applicable Law, the Company Cidco shall not, except with the prior written consent of Parent voluntarily EarthLink, make any payment with respect to, or settle to any demands for appraisal or offer to settle, or settle any such demands or agree to do or commit to do any of the foregoingdemands.

Dissenters’ Rights. (a) Notwithstanding anything to the contrary set forth in this Agreement to the contraryAgreement, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and Converted Shares) and held by a holder who is entitled to demand did not vote in favor of the adoption of this Agreement (or consent thereto in writing) and has properly demands exercised appraisal rights in respect of such shares in accordance with Section 262 of Company Common Stock the DGCL (such shares being referred to collectively as the “Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), shall not be converted into the right to receive the Merger Consideration, but shall be converted into the right to receive ” until such consideration time as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right appraisal rights under the Laws of the state of Delaware with respect to such payment or appraisal. From and after the Effective Time, a holder of Dissenting Shares shall not have and shares) shall not be converted into a right to receive the Merger Consideration but instead shall be entitled to exercise any payment for such shares determined in accordance with Section 262 of the voting rights or other rights of a stockholder of the Surviving Corporation. IfDGCL; provided, however, that if, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rightsholder’s right to appraisal pursuant to Section 262 of the DGCL, each such share or if a court of competent jurisdiction shall determine that such holder shall no longer be considered a Dissenting Share and is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be deemed to have treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.6(a3.1(a), cash in lieu without interest thereon, upon surrender of any fractional shares pursuant to Section 1.6(gsuch Certificate formerly representing such share or transfer of such Book-Entry Shares, as the case may be. (b) and any dividends or other distributions pursuant to Section 1.7(d). The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of any shares of Company Common Stock, of any withdrawals of such demands and of any other instruments served pursuant to Delaware Law the DGCL and received by the CompanyCompany relating to Section 262 of the DGCL, and Parent shall have the right opportunity to control participate in and direct all negotiations and proceedings Proceedings with respect to such demands. Prior to the Effective Time, the Company shall not, except with without the prior written consent of Parent voluntarily Parent, make any payment with respect to, or settle or compromise or offer to settlesettle or compromise, any such demands demand, or agree to do or commit to do any of the foregoing.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, any shares of Company Common Capital Stock issued and outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has properly demands exercised the holder’s appraisal rights in accordance with Section 262 of such shares of Company Common Stock the DGCL or any successor provision (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), shall ) will not be converted into into, or represent the right to receive receive, the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless and until such holder fails to perfect, perfect or effectively withdraws or otherwise loses such holder’s right to such appraisal and payment or appraisal. From and after under the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving CorporationDGCL. If, after the Effective Time, any such holder fails to perfect, perfect or effectively withdraws or otherwise loses any his right to appraisal, then such Appraisal Rights, each such share of such holder shall no longer Dissenting Shares will thereupon be considered a Dissenting Share and shall be deemed to have treated as if they had been converted as of the Effective Time into the right to receive that portion of the Merger Consideration payable with respect to such shares, without interest or dividends thereon, upon the surrender of the Certificate(s) which formerly represented such Dissenting Shares, in accordance with the manner provided in Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)3.3. The Company shall will give (a) the Purchaser and the Stockholder Representative prompt notice to Parent of any written demands received by the Company for appraisal of shares of Company Common Capital Stock, attempted withdrawals of such demands and any other instruments instrument served pursuant to Delaware Law the DGCL and received by the CompanyCompany relating to stockholders’ rights of appraisal, and Parent shall have (b) the right Purchaser the opportunity to control direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the DGCL. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent will not voluntarily make any payment with respect to, or settle or offer to settle, any such demands or agree to do or commit to do any demand for payment, except with the prior written consent of the foregoingPurchaser.

Dissenters’ Rights. Notwithstanding anything in Any provision of this Agreement to the contrarycontrary notwithstanding, shares of Company Common Stock if required by the DGCL (but only to the extent required thereby), Shares that are issued and outstanding immediately prior to the Effective Time (other than the Cancelled Shares) and that are held by a holder who is entitled to demand and properly demands appraisal holders of such shares Shares who have not voted in favor of Company Common Stock (“Dissenting Shares”), pursuant tothe adoption of this Agreement or consented thereto in writing and who have properly exercised appraisal rights with respect thereto in accordance with, and who complies in all respects have complied with, Section 262 of Delaware Law the DGCL (the “Appraisal RightsDissenting Shares”), shall ) will not be converted into the right to receive the Merger Consideration, but shall and holders of such Dissenting Shares will be converted into the right entitled to receive payment of the fair value of such consideration as may be due Dissenting Shares in accordance with the provisions of such holder pursuant to Section 262 of Delaware Law unless and until any such holder fails to perfect, perfect or effectively withdraws or otherwise loses such holder’s right its rights to such appraisal and payment or appraisal. From and after under the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving CorporationDGCL. If, after the Effective Time, any such holder fails to perfect, perfect or effectively withdraws or otherwise loses any such Appraisal Rightsright, each such share of such holder shall no longer be considered a Dissenting Share and shall Shares will thereupon be deemed to have been converted as of into, at the Effective Time into 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 Shares. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in accordance with Section 1.6(a), cash 262 of the DGCL and as provided in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)the previous sentence. The Company shall will give Parent (i) prompt notice to Parent of any demands received by the Company for appraisal appraisals of shares of Company Common Stock, withdrawals of such demands Shares and any other instruments served pursuant (ii) the opportunity to Delaware Law received by the Company, and Parent shall have the right to control participate in all negotiations and proceedings with respect to such notices and demands. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent voluntarily Parent, make any payment with respect to, to any demands for appraisal or settle or offer to settle, any such demands or agree to do or commit to do any of the foregoingdemands.

Dissenters’ Rights. Notwithstanding anything in this Agreement No Dissenting Stockholder shall be entitled to receive shares of Parent Common Stock or cash or any dividends or other distributions pursuant to the contrary, shares provisions of Company Common Stock issued this Article IV unless and outstanding immediately prior until the holder thereof shall have failed to the Effective Time held by a holder who is entitled to demand and properly demands appraisal of such shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), perfect or shall not be converted into the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws have effectively withdrawn or otherwise loses lost such holder’s right to dissent from the Initial Merger under the DGCL, and any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the DGCL with respect to Xxxxxx owned by such payment Dissenting Stockholder. If any Person who otherwise would be deemed a Dissenting Stockholder shall have failed to properly perfect or appraisal. From and after shall have effectively withdrawn or lost the right to dissent under Section 262 of the DGCL or if a court of competent jurisdiction shall finally determine that the Dissenting Stockholder is not entitled to relief provided by Section 262 of the DGCL with respect to any Shares, such Shares shall thereupon be treated as though such Shares had been converted, as of the First Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.6(a), cash in lieu of without interest and less any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)required Tax withholding. The Company shall give Parent (i) prompt written notice to Parent of any written demands received by the Company for appraisal of shares of Company Common Stockappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to Delaware applicable Law received by the CompanyCompany relating to stockholders’ rights of appraisal, and Parent shall have (ii) the right opportunity to control direct all negotiations and proceedings with respect to such demandsdemands for appraisal. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Parent, voluntarily make any payment with respect toto any demands for appraisal, offer to settle or settle or offer to settle, any such demands or agree to do or commit to do approve any withdrawal of the foregoingany such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement No Dissenting Shareholder shall be entitled to the contrary, Merger Consideration in respect of any shares of Company Common Stock issued owned by such Dissenting Shareholder unless and outstanding immediately prior until such Dissenting Shareholder shall have failed to perfect or shall have effectively withdrawn or lost such Dissenting Shareholder’s right to dissent from the Effective Time held by a holder who is Merger under the CBCA, and any Dissenting Shareholder shall be entitled to demand and receive only the payment provided for by Section 0-000-000 of the CBCA with respect to such Dissenters’ Shares. If any Person who otherwise would be deemed a Dissenting Shareholder shall have failed to properly demands appraisal of such perfect or shall have effectively withdrawn or lost the right to dissent with respect to any shares of Company Common Stock, each share of Company Common Stock (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), held by such Person shall not thereupon be treated as though such shares had been converted into the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d). The Company shall give Parent (i) prompt notice to Parent of any written demands received by the Company for appraisal of shares of Company Common Stockappraisal, attempted withdrawals of such demands and any other instruments served pursuant to Delaware Law applicable law received by the CompanyCompany relating to shareholders’ rights of appraisal and (ii) the opportunity to (x) approve the form and content of the notice to holders (including, without limitation, the statement of price) pursuant to Section 0-000-000 of the CBCA and Parent shall have the right to control (y) direct all negotiations and proceedings with respect to such demandsdemands for appraisal under the CBCA. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Parent, voluntarily make any payment with respect toto any demands for appraisal of Dissenters’ Shares, offer to settle or settle or offer to settle, any such demands or agree to do or commit to do approve any withdrawal of the foregoingany such demands.

Dissenters’ Rights. Notwithstanding anything in any provision of this Agreement to the contrary, shares of Company Common Stock Shares which are issued and outstanding immediately prior to the Effective Time and which are held by a holder holders who is entitled to demand and properly demands appraisal shall have complied with the provisions of such shares Section 262 of Company Common Stock the DGCL (the “Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), ) shall not be converted into the or represent a right to receive the applicable Merger Consideration, but and holders of such Dissenting Shares shall be converted into the right entitled to receive payment of the fair value of such consideration as may be due such holder pursuant to Dissenting Shares in accordance with the provisions of Section 262 of Delaware Law the DGCL, unless such and until the applicable holder fails to perfect, comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses such holder’s right rights to such receive payment or appraisal. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights fair value of a stockholder such holder’s Shares under Section 262 of the Surviving CorporationDGCL. If, after the Effective Time, any such holder fails to perfect, comply with the provisions of Section 262 of the DGCL or effectively withdraws or otherwise loses any such Appraisal Rightsright, each such share of such holder Dissenting Shares shall no longer thereupon be considered a Dissenting Share and shall be deemed to have treated as if they had been converted as of at the Effective Time into the right to receive the applicable Merger Consideration and the Surviving Corporation and Parent shall remain liable for payment of the Merger Consideration with respect to such Dissenting Shares. Notwithstanding anything to the contrary contained in accordance with this Section 1.6(a)3.4, cash in lieu if this Agreement is terminated prior to the Effective Time, then the right of any fractional shares holder of Company Common Stock to be paid the fair value of such holder’s Dissenting Shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)262 of the DGCL shall cease. The Company shall give prompt Parent notice to Parent of any written demands for appraisal of Company Common Stock received by the Company for appraisal under Section 262 of shares of Company Common Stock, withdrawals of such demands and any other instruments served pursuant to Delaware Law received by the CompanyDGCL, and shall give Parent shall have the right opportunity to control participate in all negotiations and proceedings Proceedings with respect to such demandsthereto. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent voluntarily Parent, (i) make any payment with respect to, or settle or offer to settle, any such demands for appraisal or agree (ii) offer to do settle or commit to do settle any of the foregoingsuch demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time Sytera capital stock held by a holder who, pursuant to Section 262 of the DGCL or any successor provision, has the right to dissent to the Merger and demand payment for such shares, and who is entitled to demand properly dissents and properly demands appraisal payment for the fair value of such shares of Company Common Stock Sytera capital stock (“Dissenting Shares”), pursuant to, and who complies ) in all respects with, Section 262 of Delaware Law (accordance with the “Appraisal Rights”)DGCL, shall not be converted into the right to receive the Applicable Per Share Merger ConsiderationConsideration as set forth in Sections 1.4 and 1.5, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder withdraws, fails to perfect, withdraws perfect or otherwise loses such holder’s right to such payment or appraisal. From and after the Effective Timepayment, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporationif any. If, after the Effective Time, such holder withdraws, fails to perfect, withdraws perfect or otherwise loses any such Appraisal Rightsright to payment, each such share of such holder shall no longer be considered a holder’s Dissenting Share and Shares shall be deemed to have treated as having been converted as of the Effective Time into the right to receive the Applicable Per Share Merger Consideration Consideration. At the Effective Time, any holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights provided in accordance with Section 1.6(a), cash 262 of the DGCL or any successor provision and as provided in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)the immediately preceding sentence. The Company Sytera shall give prompt notice to Parent Sirion of any demands received by the Company Sytera for appraisal of shares of Company Common Stock, withdrawals of such demands Sytera capital stock and any other instruments served pursuant the opportunity to Delaware Law received by the Company, and Parent shall have the right to control participate in all negotiations and proceedings with respect to any such demandsdemand. Prior Except to the extent otherwise required by the DGCL, Sytera shall not make any payment or settlement offer prior to the Effective Time, the Company shall not, except with the prior written consent of Parent voluntarily make any payment Time with respect to, or settle or offer to settle, any such demands demand unless Sirion shall have consented in writing to such payment or agree to do or commit to do any of the foregoingsettlement offer.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, each share of the Company Common Stock (other than Excluded Shares) outstanding immediately prior to the First Effective Time and held by a holder who is entitled to demand and has properly demanded appraisal for such shares of the Company Common Stock in accordance with Section 262 of the DGCL (“Dissenting Shares”), shall not be converted into or be exchangeable for the right to receive a portion of the Merger Consideration unless and until such holder fails to perfect or withdraws or otherwise loses such holder’s right to appraisal and payment under the DGCL. If, after the First Effective Time, any such holder fails to perfect or withdraws or loses such holder’s right to appraisal, such Dissenting Shares shall thereupon be treated as if they had been converted as of the First Effective Time into the right to receive the portion of the Merger Consideration, if any, to which such holder is entitled pursuant to Section 3.1(a)(i), without interest. The Company shall give Parent (a) prompt notice of any demands received by the Company for appraisal of any shares of the Company Common Stock issued and outstanding immediately prior to the Effective Time held by a holder who is entitled to demand and properly demands appraisal of such shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), shall not be converted into the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. From and after the First Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d). The Company shall give prompt notice to Parent of any demands received by the Company for appraisal of shares of Company Common Stock, attempted written withdrawals of such demands demands, and any other instruments served pursuant to Delaware Law the DGCL and received by the Company, Company relating to Company stockholders’ rights to appraisal with respect to the First Merger and Parent shall have (b) the right opportunity to control participate in all negotiations and proceedings with respect to any exercise of such demandsappraisal rights under the DGCL. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Parent, which shall not be unreasonably withheld, conditioned or delayed, voluntarily make any payment with respect toto any demands for payment of fair value for capital stock of the Company, offer to settle or settle or offer to settle, any such demands or agree to do or commit to do approve any withdrawal of the foregoingany such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement No Person who has validly exercised their Dissenter Rights pursuant to Section 238 of the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time held by a holder who is Companies Law shall be entitled to demand and properly demands appraisal of such shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), shall not be converted into the right to receive the Per Share Merger Consideration, but Consideration with respect to the Shares owned by such Person unless and until such Person shall be converted into have effectively withdrawn such Person’s written objection or lost such Person’s Dissenter Rights under the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisalCompanies Law. From and after the Effective Time, If a holder of Dissenting Shares effectively withdraws its written objection or loses its Dissenter Rights under Section 238 of the Companies Law with respect to any Dissenting Shares, such Shares shall not have and cease to be Dissenting Shares. Each Dissenting Shareholder shall not be entitled to exercise any receive only the payment resulting from the procedure in Section 238 of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, Companies Law with respect to Shares owned by such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)Shareholder. The Company shall give Parent (i) prompt notice to Parent of any written objection to the Merger or any demands received by for the Company for appraisal exercise of shares of Company Common Stock, withdrawals of such demands Dissenter Rights and any other instruments served pursuant to Delaware applicable Law that are received by the Company, Company relating to its shareholders’ rights to dissent from the Merger and Parent shall have (ii) the right opportunity to control direct or approve all negotiations and proceedings with respect to such demandsthe exercise of Dissenter Rights under the Companies Law. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Parent, voluntarily make any payment with respect toto any dissent from the Merger or the exercise of Dissenter Rights, offer to settle or settle or offer to settle, any such demands or agree to do or commit to do approve any withdrawal of the foregoingany such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock issued and outstanding immediately prior to the Effective Time held by a holder who is No Dissenting Stockholder shall be entitled to demand such Dissenting Stockholder's Stockholder's Portion of the Merger Consideration unless and properly demands appraisal of until such shares of Company Common Stock (“Dissenting Shares”), pursuant toStockholder shall have failed to perfect or shall have effectively withdrawn or lost such holder's right to dissent from the Merger under the Delaware General Corporation Law, and who complies in all respects with, any Dissenting Stockholder shall be entitled to receive only the payment provided by Section 262 of the Delaware General Corporation Law with respect to Company Shares owned by such Dissenting Stockholder. If any Person who otherwise would be deemed a Dissenting Stockholder shall have failed to properly perfect or shall have effectively withdrawn or lost the right to dissent with respect to any Company Shares, such Company Shares shall, subject to (the “Appraisal Rights”S) 2(j), shall not thereupon be treated as though such Company Shares had been converted into the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 applicable portion of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into the right to receive the Merger Consideration in accordance with Section 1.6(a), cash in lieu of any fractional shares pursuant to Section 1.6(g(S) and any dividends or other distributions pursuant to Section 1.7(d)2(d)(vi) hereof. The Company shall give the Buyer (i) prompt notice to Parent of any written demands received by the Company for appraisal of shares of Company Common Stockappraisal, attempted withdrawals of such demands and any other instruments served pursuant to Delaware Law applicable law received by the Company, Company relating to stockholders' rights of appraisal and Parent shall have (ii) the right opportunity to control direct all negotiations and proceedings with respect to such demandsdemand for appraisal under the Delaware General Corporation Law. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent the Buyer, voluntarily make any payment with respect toto any demands for appraisals of Dissenting Shares, offer to settle or settle or offer to settle, any such demands or agree to do or commit to do approve any withdrawal of the foregoingany such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, shares each share of the Company Common Capital Stock issued and (other than Excluded Shares) outstanding immediately prior to the First Effective Time and held by a record holder or owned beneficially by a person who is entitled to demand and has properly demands demanded appraisal of for such shares of the Company Common Capital Stock in accordance with Section 262 of the DGCL and, as of the First Effective Time, has neither effectively withdrawn nor lost such person’s rights to such appraisal and payment under the DGCL (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), shall not be converted into or be exchangeable for the right to receive a portion of the Merger Consideration, Consideration but shall be converted into the right entitled only to receive such consideration rights as may be due such holder pursuant to are granted by Section 262 of Delaware Law the DGCL, unless and until such holder or owner fails to perfect, perfect or withdraws or otherwise loses such holderperson’s right to such appraisal and payment or appraisal. From and after under the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving CorporationDGCL. If, after the First Effective Time, any such holder or owner fails to perfect, perfect or withdraws or otherwise loses any such Appraisal Rightsperson’s right to appraisal, each such share of such holder Dissenting Shares shall no longer thereupon be considered a Dissenting Share and shall be deemed to have treated as if they had been converted as of the First Effective Time into the right to receive the portion of the Merger Consideration in accordance with Section 1.6(a)Consideration, cash in lieu of any fractional shares if any, to which such holder is entitled pursuant to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d3.1(a)(i), without interest. The Company shall give Parent (a) prompt notice to Parent of any demands received by the Company for appraisal of any shares of the Company Common StockCapital Stock issued and outstanding immediately prior to the First Effective Time, attempted written withdrawals of such demands demands, and any other instruments served pursuant to Delaware Law the DGCL and received by the Company, Company relating to stockholders’ rights to appraisal with respect to the First Merger and Parent shall have (b) the right opportunity to control participate in all negotiations and proceedings with respect to any exercise of such demandsappraisal rights under the DGCL. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Parent, which shall not be unreasonably withheld, conditioned or delayed, voluntarily make any payment with respect toto any demands for payment of fair value for capital stock of the Company, offer to settle or settle or offer to settle, any such demands or agree to do or commit to do approve any withdrawal of the foregoingany such demands.

Dissenters’ Rights. Notwithstanding anything in this Agreement to the contrary, if any Dissenting Stockholder shall demand to be paid the "fair value" of such Dissenting Stockholder's shares of Company Common Stock issued and outstanding immediately prior to Stock, as provided in Section 262 of the Effective Time held by a holder who is entitled to demand and properly demands appraisal of DGCL, such shares of Company Common Stock (“Dissenting Shares”), pursuant to, and who complies in all respects with, Section 262 of Delaware Law (the “Appraisal Rights”), shall not be converted into the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be due such holder pursuant to Section 262 of Delaware Law unless such holder fails to perfect, withdraws or otherwise loses such holder’s right to such payment or appraisal. From and after the Effective Time, a holder of Dissenting Shares shall not have and shall not be entitled to exercise any of the voting rights or other rights of a stockholder of the Surviving Corporation. If, after the Effective Time, such holder fails to perfect, withdraws or otherwise loses any such Appraisal Rights, each such share of such holder shall no longer be considered a Dissenting Share and shall be deemed to have converted as of the Effective Time into exchangeable for the right to receive the Merger Consideration otherwise allocable to such Dissenting Stockholder at the Effective Time (except as provided in this Section 3.4) and shall entitle such Dissenting Stockholder only to payment of the fair value of such shares of Company Stock, in accordance with Section 1.6(a)262 of the DGCL, cash unless and until such Dissenting Stockholder fails to perfect or withdraws (in lieu accordance with Section 262(k) of any fractional shares pursuant the DGCL) or effectively loses the right to Section 1.6(g) and any dividends or other distributions pursuant to Section 1.7(d)dissent. The Company shall give the Parent prompt written notice to Parent of any demands received by the Company for appraisal of shares of Company Common Stockappraisal, withdrawals of such demands for appraisal and any other instruments served pursuant to Delaware Law Section 262 (or any successor or replacement) of the DGCL which are received by the Company, and Parent shall have the right to control all negotiations and proceedings . The Company will not voluntarily make a payment with respect to any demands for appraisal and will not, except with the prior written consent of the Parent, settle or offer to settle any such demands. Prior to the Effective Time, the The Company shall not, except with the prior written consent of Parent Parent, voluntarily make any payment with respect to, or settle or offer to settle, any such demands demand for payment of fair value of a Dissenting Stockholder's shares of Company Stock prior to the Effective Time. The Company shall give Parent notice thereof prior to the Effective Time and Parent shall have the right to participate at its own expense in all negotiations and proceedings with respect to any such demands. If any Dissenting Stockholder shall have effectively failed to perfect or agree to do or commit to do any withdrawn (in accordance with Section 262(k) of the foregoingDGCL) or lost the right to dissent, then as of the later of the Effective Time or the occurrence of such event, the shares of Company Stock held by such Dissenting Stockholder shall be cancelled and converted into and represent the right to receive the Merger Consideration.