Common use of Dissenting Company Shares Clause in Contracts

Dissenting Company Shares. Notwithstanding anything to the contrary in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder who has (A) neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto in writing and (B) properly demanded appraisal of such shares of Company Common Stock pursuant to, and in accordance with, Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7 but instead will be entitled only to such rights as are granted by Section 262 of the DGCL. Such Company Stockholder will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such Company Stockholder fails to perfect, effectively withdraws or waives, or otherwise loses such holder’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price in accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock Shares that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder Stockholders who has (A) neither voted have properly and validly exercised and perfected their statutory rights of appraisal in favor respect of such Shares in accordance with Subchapter H, Chapter 10 of the adoption TBOC (the “Dissenting Shareholder Statute” and any such Shares meeting the requirement of this Agreement or the Merger nor consented thereto in writing and (B) properly demanded appraisal of such shares of Company Common Stock pursuant tosentence, and in accordance with, Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”) will shall not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7 but instead will be entitled only to such rights as are granted by Section 262 of the DGCL2.10. Such Company Stockholder will Stockholders shall be entitled to receive payment of the appraised value of such Dissenting Company Shares amounts as are payable in accordance with the provisions of Section 262 of the DGCL. However, if, after Dissenting Shareholder Statute (it being understood that at the Effective Time, such Dissenting Company Shares shall no longer be outstanding, shall automatically be cancelled and shall cease to exist, and such Company Stockholder shall cease to have any voting or other rights with respect thereto other than the right to receive the payment of such amounts as are payable in accordance with the Dissenting Shareholder Statute); provided, however, that if any such Company Stockholder fails to perfect, perfect or effectively withdraws or waives, or otherwise loses such holder’s the right to appraisal of such Dissenting Company Shares pursuant to Section 262 the Dissenting Shareholder Statute, then the right of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, any such shares of payment shall cease and such Dissenting Company Common Stock will Shares shall be deemed to have been converted into, and to have become exchangeable cancelled and exchanged solely for, as of the Effective Time, the right to receive the Per Share Price Price, without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such Shares in accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Sharesthe manner provided in Section 2.12.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder stockholder who has (A) neither has not voted in favor of the adoption of this Agreement Merger or the Merger nor consented thereto in writing and who has demanded appraisal for such shares in accordance with Section 262 of the DGCL, (B) properly demanded appraisal of such shares of Company Common Stock pursuant to, and in accordance with, complied with Section 262 of the DGCL DGCL, and (such shares being referred C) has not effectively withdrawn or lost its rights to collectively as the appraisal (“Dissenting Company Shares”) will shall not be converted into, or represent the right to receive, the Per Share Price Merger Consideration pursuant to this Section 2.7 but instead will 2.7. By virtue of the First Step Merger, all Dissenting Company Shares shall be entitled cancelled and shall cease to exist and shall represent the right to receive only to such those rights as are granted by provided under Section 262 of the DGCL. Such Company Stockholder will be entitled to receive payment of ; provided, however, that notwithstanding the appraised value of such foregoing, all Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, held by a stockholder who shall have failed to perfect or who shall have effectively withdrawn or lost such Company Stockholder fails to perfect, effectively withdraws or waives, or otherwise loses such holderstockholder’s right to appraisal of under such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price Merger Consideration pursuant to Section 2.7(b), without any interest thereon, upon surrender of the Certificate(s) (or receipt of an agent’s message in accordance the case of Book-Entry Shares) that formerly evidenced such shares of Company Common Stock in the manner set forth in Section 2.8. The Company shall give Parent (x) prompt notice of, together with this Agreement copies of, any notice received by the Company of any stockholder’s intent to exercise its appraisal rights under Section 262 of the DGCL, demand received by the Company for payment of the fair value of any Company Shares, withdrawals of such demands, and will not thereafter be deemed any other instruments received by the Company which relate to be any such demand for dissenter’s rights and (y) the opportunity to direct and control all negotiations and proceedings with respect to demands for dissenter’s rights under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal rights or settle or offer to settle or compromise any such demands for payment in respect of Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all to the extent appraisal rights are available under Section 262 of Delaware Law, shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder stockholder who has (A) shall have neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto in writing and (B) who shall have properly demanded and validly exercised such stockholder’s statutory rights of appraisal in respect of such shares of Company Common Stock pursuant to, and in accordance with, with Section 262 of the DGCL Delaware Law (such shares being referred to collectively as the “Dissenting Company Shares”) will shall not be converted into, or represent the right to receive, the Per Share Price Merger Consideration pursuant to this Section 2.7 but instead will be entitled only to 2.5. Any such rights as are granted by Section 262 of the DGCL. Such Company Stockholder will stockholder shall be entitled to receive payment of the appraised fair value of such Dissenting Company Shares in accordance with the provisions of Section 262 of Delaware Law; provided, however, that notwithstanding the DGCL. Howeverforegoing, if, after the Effective Time, Dissenting Shares held by a stockholder who shall have failed to perfect or who shall have effectively withdrawn or lost such Company Stockholder fails to perfect, effectively withdraws or waives, or otherwise loses such holderstockholder’s statutory right to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will Delaware Law shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price same Merger Consideration received by each Cash Election Share, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Stock in accordance the manner set forth in Section 2.8. The Company shall give Parent (x) prompt notice of any written demands for appraisal received by the Company, written withdrawals of such demands and any other instruments served pursuant to Section 262 of Delaware Law and received by the Company in respect of Dissenting Shares and (y) the opportunity and right (at Parent’s election) to participate in all negotiations and proceedings with this Agreement and will respect to demands for appraisal under Delaware Law in respect of Dissenting Shares. The Company shall not, except with the prior written consent of Parent (which consent shall not thereafter be deemed unreasonably withheld, conditioned or delayed) or as required by an Order of a Governmental Authority of competent jurisdiction, voluntarily make any payment with respect to be any demands for appraisal or settle or offer to settle any such demands for payment in respect of Dissenting Company Shares.

Dissenting Company Shares. (A) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock Shares that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder stockholders who has (A) shall have neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto in writing and (B) who shall have properly demanded and validly exercised and perfected their statutory rights of appraisal in respect of such shares of Company Common Stock pursuant to, and Shares in accordance with, with Section 262 of the DGCL (such shares being referred to collectively as the collectively, “Dissenting Company Shares”) will shall not be converted into, or represent the right to receive, the Per Share Price Merger Consideration pursuant to this Section 2.7 but instead will be entitled only to such rights as are granted by Section 262 of the DGCL2.6. Such Company Stockholder will stockholders shall be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such except that all Dissenting Company Stockholder fails Shares held by stockholders who shall have failed to perfect, perfect or who shall have effectively withdraws withdrawn or waives, or otherwise loses such holder’s right lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in accordance the manner provided in Section 2.7. (B) The Company shall give Parent (1) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (2) the opportunity and right (at Parent’s election) to direct and control all negotiations and proceedings with this Agreement and will not thereafter be deemed respect to be demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for payment in respect of Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock that are Shares issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder stockholder who has (A) neither has not tendered such Company Shares into the Offer (other than if such Company Shares were validly withdrawn) and has not voted in favor of the adoption of this Agreement Merger or the Merger nor consented thereto in writing and writing, who has demanded appraisal for such shares in accordance with Section 262 of the DGCL, (B) properly demanded appraisal of such shares of Company Common Stock pursuant to, and in accordance with, complied with Section 262 of the DGCL DGCL, and (such shares being referred C) has not effectively withdrawn or lost its rights to collectively as the appraisal (“Dissenting Company Shares”) will shall not be converted into, or represent the right to receive, the Per Share Price Merger Consideration pursuant to this Section 2.7 but instead will 3.6. By virtue of the Merger, all Dissenting Company Shares shall be entitled cancelled and shall cease to exist and shall represent the right to receive only to such those rights as are granted by provided under Section 262 of the DGCL. Such Company Stockholder will be entitled to receive payment of ; provided, however, that notwithstanding the appraised value of such foregoing, all Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, held by a stockholder who shall have failed to perfect or who shall have effectively withdrawn or lost such Company Stockholder fails to perfect, effectively withdraws or waives, or otherwise loses such holderstockholder’s right to appraisal of under such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price Merger Consideration pursuant to Section 3.6(b), without any interest thereon, upon surrender of the Certificate(s) (or receipt of an agent’s message in accordance the case of Book-Entry Shares) that formerly evidenced such shares of Company Common Stock in the manner set forth in Section 3.7. The Company shall give Parent (x) prompt notice of, together with this Agreement copies of, any notice received by the Company of any stockholder’s intent to exercise its appraisal rights under Section 262 of the DGCL, demand received by the Company for payment of the fair value of any Company Shares, withdrawals of such demands, and will not thereafter be deemed any other instruments received by the Company which relate to be any such demand for dissenter’s rights and (y) the opportunity to direct and control all negotiations and proceedings with respect to demands for dissenter’s rights under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal rights or settle or offer to settle or compromise any such demands for payment in respect of Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder who has (A) neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto in writing and (B) properly demanded appraisal of such shares of Company Common Stock pursuant to, and in accordance with, Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”” until such time as such holder fails to perfect, effectively waives or withdraws or otherwise loses such holder’s appraisal rights under the DGCL with respect to such shares or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7 but instead will be entitled to only to such rights as are granted by Section 262 of the DGCL. Such Company Stockholder Stockholders will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, ifexcept, however, if after the Effective Time, such Company Stockholder fails to perfect, effectively withdraws or waives, or otherwise loses such holder’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price in accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything any provision of this Agreement to the contrary in this Agreementcontrary, all shares of Company Common Stock that which are issued and outstanding as of immediately prior to the Effective Time and which are held by a Company Stockholder holders who has (A) neither voted in favor of the adoption of this Agreement or the Merger nor consented have properly exercised appraisal rights with respect thereto in writing and (B) properly demanded appraisal of such shares of Company Common Stock pursuant to, and in accordance with, with Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”) will not be converted intoas described in Section 2.1(a)(ii), or represent the right to receive, the Per Share Price pursuant to this Section 2.7 but instead will be entitled only to and holders of such rights as are granted by Section 262 of the DGCL. Such Company Stockholder shares will be entitled to receive payment of the appraised value of such Dissenting Company Shares shares determined in accordance with the applicable provisions of Section 262 of the DGCL. HoweverNotwithstanding the foregoing, if, after the Effective Time, any such Company Stockholder holder fails to perfect, perfect or effectively withdraws or waives, or otherwise loses such holder’s its right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of and payment under the DGCL, such the shares of Company Common Stock held by such holder that were Dissenting Company Shares will thereupon be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of at the Effective Time, the right to receive the Per Share Price Merger Consideration, any cash in lieu of fractional shares payable pursuant to Section 2.2(e) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(d), without any interest thereon. Upon the Company’s receipt of any notice of intent to demand payment in accordance with this Agreement the provisions of the DGCL, or any withdrawal of such notice, and will not thereafter be deemed any other instruments served pursuant to be Dissenting Section 262 of the DGCL and received by the Company, the Company Sharesshall as promptly as reasonably practicable provide Parent with a copy of such notice or instrument. The Company shall give Parent the opportunity to participate in and control all negotiations and proceedings with respect to the exercise of dissenters’ rights under Section 262 of the DGCL. The Company, on the one hand, and Parent, prior to the Closing, on the other hand, shall not, except with the prior written consent of the other party hereto or pursuant to a court order, make any payment with respect to any such election to dissent or offer to settle or settle any such election to dissent.

Dissenting Company Shares. Notwithstanding anything to the contrary in this Agreement, all shares of Company Common Stock Shares that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder who has (A) neither have not been voted in favor of the for adoption of this Agreement or the Merger nor consented thereto in writing and (B) with respect to which appraisal shall have been properly demanded appraisal of such shares of Company Common Stock pursuant to, and in accordance with, with Section 262 of the DGCL (such shares being referred to collectively as the “"Dissenting Company Shares”") will shall not be converted intointo the right to receive the Merger Consideration at or after the Effective Time unless and until the holder of such shares withdraws his demand for such appraisal (in accordance with Section 262(k) of the DGCL) or becomes ineligible for such appraisal. If a holder of Dissenting Shares shall withdraw (in accordance with Section 262(k) of the DGCL) his demand for such appraisal or shall become ineligible for such appraisal, then, as of the Effective Time or the occurrence of such event, whichever last occurs, each of such holder's Dissenting Shares shall cease to be a Dissenting Share and shall be converted into and represent the right to receivereceive the Merger Consideration. The Company shall give Parent prompt notice of any demands received by the Company for appraisal of Company Shares, and Parent shall have the Per Share Price pursuant right to this Section 2.7 but instead will be entitled only participate in all negotiations and proceedings with respect to such rights as are granted by Section 262 demands. The Company shall not make any payments with respect to, or compromise or settle, any demand for appraisal without the written consent of Parent. If any holder of Dissenting Shares shall have failed to perfect or shall have effectively withdrawn or lost such stockholder's right to dissent from the DGCL. Such Company Stockholder will be entitled Merger prior to receive payment of the appraised value Election Date, each of such Dissenting holder's Company Shares in accordance with shall thereupon be deemed to be Non-Election Shares for all purposes of this Article III. If any holder of Dissenting Shares shall have failed to perfect or has effectively withdrawn or lost such stockholder's right to dissent from the provisions of Section 262 of the DGCL. However, if, Merger after the Effective TimeElection Date, such Company Stockholder fails to perfect, effectively withdraws or waives, or otherwise loses each of such holder’s right to appraisal of such Dissenting 's Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will shall thereupon be deemed to have been converted into, into and to have become exchangeable forbecome, as of the Effective Time, the right to receive the Per Share Price Stock Consideration or the Cash Consideration, or a combination thereof, as determined by Parent, subject to Section 3.1(j), in accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Sharesits sole discretion.

Dissenting Company Shares. (A) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock Shares that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder stockholders who has (A) shall have neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto in writing and (B) who shall have properly demanded and validly exercised their statutory rights of appraisal in respect of such shares of Company Common Stock pursuant to, and Shares in accordance with, with Section 262 of the DGCL (such shares being referred to collectively as the collectively, “Dissenting Company Shares”) will shall not be converted into, or represent the right to receive, the Per Share Price Merger Consideration pursuant to this Section 2.7 but instead will be entitled only to such rights as are granted by Section 262 of the DGCL2.7. Such Company Stockholder will stockholders shall be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such except that all Dissenting Company Stockholder fails Shares held by stockholders who shall have failed to perfect, perfect or who shall have effectively withdraws withdrawn or waives, or otherwise loses such holder’s right lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in accordance the manner provided in Section 2.8. (B) The Company shall give Parent (1) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (2) the opportunity and right (at Parent’s election) to direct and control all negotiations and proceedings with this Agreement and will not thereafter be deemed respect to be demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for payment in respect of Dissenting Company Shares.

Dissenting Company Shares. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock Shares that are issued and outstanding as of immediately prior to the Effective Time and which are held by a Company Stockholder stockholders who has (A) shall have neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto in writing and (B) who shall have properly demanded and validly exercised their dissenters' rights of appraisal of such shares of Company Common Stock pursuant to, and Shares in accordance with, with Section 262 of the DGCL (such shares being referred to collectively as the “collectively, "Dissenting Company Shares”") will shall not be converted into, or ------------------------- represent the right to receive, the Per Share Price Merger Consideration pursuant to this Section 2.7 but instead will be entitled only to such rights as are granted by Section 262 of the DGCL2.7. Such Company Stockholder will stockholders shall be entitled to receive payment of the ----------- appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such except that all Dissenting Company Stockholder fails Shares held by stockholders who shall have failed to perfect, perfect or who effectively withdraws shall have withdrawn or waives, or otherwise loses such holder’s right lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in accordance the manner provided in Section 2.8 hereof. ----------- (ii) The Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares, and (ii) the opportunity to direct all negotiations and proceedings with this Agreement and will not thereafter be deemed respect to be demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands in respect of Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder Stockholders who has have (A) neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto in writing and (B) properly demanded and validly exercised their statutory rights of appraisal in respect of such shares of Company Common Stock pursuant to, and in accordance with, with Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7 but instead will be entitled only to such rights as are granted by Section 262 of the DGCL2.7. Such Company Stockholder Stockholders will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such except that all Dissenting Company Stockholder fails Shares held by Company Stockholders who have failed to perfect, perfect or who have effectively withdraws withdrawn or waives, or otherwise loses such holder’s right lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price Price, without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock in accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Sharesthe manner provided in Section 2.9.

Dissenting Company Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary in this Agreementcontrary, all shares of Company Common Stock Shares that are issued and outstanding as of immediately prior to the Effective Time and which are held by a Company Stockholder stockholders who has (A) neither shall have not voted in favor of the adoption of this Agreement Merger or the Merger nor consented thereto in writing and (B) properly who shall have duly demanded and perfected in writing appraisal of for such shares of Company Common Stock pursuant to, and Shares in accordance with, with Section 262 of the DGCL (such shares being referred to collectively as collectively, the “Dissenting Company Shares”) will shall not be converted into, into or represent the right to receive, receive the Per Share Price applicable consideration due to such holder pursuant to this Section 2.7 but instead will 2.06 above unless the stockholder holding such Dissenting Company Shares shall have forfeited his, her or its right to appraisal under the DGCL or properly withdrawn, his, her or its demand for appraisal. From and after the Effective Time, a holder of Dissenting Company Shares shall not have and shall not be entitled only to such rights as are granted by Section 262 exercise any of the DGCLvoting rights or other rights of a stockholder of the Surviving Corporation. Such Company Stockholder will stockholders shall be entitled to receive payment of the appraised value of such Dissenting Company Shares held by them in accordance with the provisions of such Section 262 of the DGCL. However262, if, after the Effective Time, such except that all Dissenting Company Stockholder fails Shares held by stockholders who shall have failed to perfect, perfect or who effectively withdraws shall have withdrawn or waives, or otherwise loses such holder’s right lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price applicable consideration due to such holder pursuant to Section 2.06 above, without any interest thereon, upon surrender, in accordance the manner provided in Section 2.12, of the certificate or certificates that formerly evidenced such Dissenting Company Shares. (b) Immediately after the occurrence of a conversion of Dissenting Company Shares into the right to receive the applicable consideration due to such holder pursuant to Section 2.06 above, if any, Parent or the Surviving Corporation shall deliver to the Securityholders’ Representative for distribution to the Securityholder holding such Dissenting Company Shares the applicable consideration due to such holder pursuant to Section 2.06 above, if any, subject to the provisions of Section 2.09. (c) The Company shall give Parent (i) prompt notice of any demands for appraisal of any Company Shares, withdrawals of such demands, and any other instruments, notices, petitions, or any other communication received from stockholders or provided to stockholders by Company with this Agreement and will not thereafter be deemed respect to any Dissenting Company Shares or shares claimed to be Dissenting Company Shares, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenting Company Shares. Notwithstanding anything to the contrary in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder holder, or owned by a Person, who has (A) neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto to the Merger in writing and (B) properly demanded appraisal of such shares of Company Common Stock pursuant to, and in accordance with, Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7 but instead instead, such holders or other applicable Persons holding or owning the Dissenting Company Shares will be entitled only to such rights as are granted by Section 262 of the DGCL. Such Company Stockholder holder or other applicable Person will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such Company Stockholder holder or other applicable Person fails to perfect, effectively withdraws or waives, or otherwise loses such holderPerson’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder Person is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price in accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Shares.

Dissenting Company Shares. (A) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock Shares that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder Stockholders who has (A) shall have neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto in writing and (B) who shall have properly demanded and validly exercised and perfected their statutory rights of appraisal in respect of such shares of Company Common Stock pursuant to, and Shares in accordance with, with Section 262 of the DGCL (such shares being referred to collectively as the collectively, “Dissenting Company Shares”) will shall not be converted into, or represent the right to receive, the Per Share Price Merger Consideration pursuant to this Section 2.7 but instead will be entitled only to such rights as are granted by Section 262 of the DGCL2.6. Such Company Stockholder will Stockholders shall be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such except that all Dissenting Company Stockholder fails Shares held by Company Stockholders who shall have failed to perfect, perfect or who shall have effectively withdraws withdrawn or waives, or otherwise loses such holder’s right lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price Merger Consideration, without any interest thereon and subject to any required withholding Taxes, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in accordance the manner provided in Section 2.7. (B) The Company shall give Parent (1) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares and (2) the opportunity and right (at Parent’s sole election) to direct and control all negotiations and proceedings with this Agreement and will not thereafter be deemed respect to be demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for payment in respect of Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder Stockholder, who has (A) neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto to the Merger in writing and (B) properly demanded appraisal of such shares of Company Common Stock pursuant to, and in accordance with, Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7 but instead instead, such Company Stockholder holding or owning the Dissenting Company Shares will be entitled only to such rights as are granted by Section 262 of the DGCL. Such Company Stockholder will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such Company Stockholder holder or other applicable Person fails to perfect, effectively withdraws or waives, or otherwise loses such holderPerson’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder Person is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price in accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything any provision of this Agreement to the contrary in this Agreementcontrary, all shares of including Section 2.01, Company Common Stock that are Shares issued and outstanding as of immediately prior to the Merger I Effective Time (other than Company Shares cancelled in accordance with Section 2.01(a)(i)) and held by a Company Stockholder holder who has (A) neither not voted in favor of the adoption of this Agreement or the Merger nor consented thereto in writing and (B) who is entitled to demand and has properly demanded exercised appraisal rights of such shares of Company Common Stock pursuant to, and Shares in accordance with, with Section 262 of the DGCL DGCL, if such Section 262 provides for appraisal rights for such Company Shares in Merger I (such shares Company Shares being referred to collectively as the “Dissenting Company Shares”) will ), shall not be converted into, or represent the into a right to receivereceive a portion of the Merger Consideration unless and until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such Company Shares, the Per Share Price pursuant to this Section 2.7 but instead will shall be entitled to only to such rights as are granted by Section 262 of the DGCL. Such Company Stockholder will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However; provided, however, that if, after the Merger I Effective Time, such Company Stockholder holder fails to perfect, effectively withdraws or waives, perfect or otherwise loses such holder’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or if a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will Shares shall be deemed to have treated as if they had been converted into, and to have become exchangeable for, as of the Merger I Effective Time, Time into the right to receive the Per Share Price in accordance with this Agreement portion of the Merger Consideration, if any, to which such holder is entitled pursuant to Section 2.01(a)(ii), without interest thereon, and will such Company Shares shall not thereafter be deemed to be treated as Dissenting Company Shares. The Company shall provide Parent prompt written notice of any demands received by the Company for the appraisal of Company Shares, any withdrawal of any such demand, and any other demand, notice, or instrument delivered to the Company prior to the Merger I Effective Time pursuant to the DGCL that relates to such demand, and Parent shall have the opportunity and right to participate in all negotiations and Proceedings with respect to such demands. Except with the prior written consent of Parent, prior to the Merger I Effective Time, the Company shall not make any payment with respect to, or settle or offer to settle, any such demands.

Dissenting Company Shares. Notwithstanding anything to the contrary herein and in this Agreementaccordance with the Cayman Act, all shares of any Company Common Stock that are Ordinary Share issued and outstanding as of immediately prior to the Company Merger Effective Time and held by for which any Company Shareholder (such Company Shareholder, a “Dissenting Company Stockholder who Shareholder”) has (A) neither voted validly exercised properly in favor writing their dissenters’ rights for such Company Ordinary Shares in accordance with Section 238 of the adoption of this Agreement or the Merger nor consented thereto in writing and (B) properly demanded appraisal of such shares of Company Common Stock pursuant toCayman Act, and has otherwise complied in accordance with, Section 262 all respects with all of the DGCL provisions of the Cayman Act relevant to the exercise and perfection of dissenters’ rights (such shares being referred to collectively as collectively, the “Dissenting Company Shares”) will shall not be converted into, or represent into the right to receive, and the Per Share Price applicable Dissenting Company Shareholder shall have no right to receive, the applicable portion of the Company Merger Consideration to which the holder of such Dissenting Company Shares would otherwise be entitled pursuant to this Section 2.7 but instead will 2.08(a) unless and until such Dissenting Company Shareholder effectively withdraws or loses such dissenters’ rights (through failure to perfect such dissenters’ rights or otherwise) under the Cayman Act. From and after the Company Merger Effective Time, (A) the Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and extinguished by virtue of the Company Merger and shall cease to exist and (B) the Dissenting Company Shareholders shall be entitled only to such rights as are may be granted by to them under Section 262 238 of the DGCL. Such Company Stockholder will Cayman Act and shall not be entitled to receive payment exercise any of the appraised value voting rights or other rights of a shareholder of the Company Surviving Subsidiary or any of its Affiliates (including Holdings); provided, however, that if any Dissenting Company Shareholder effectively withdraws or loses such dissenters’ rights (through failure to perfect such dissenters’ rights or otherwise) under the Cayman Act, then the Company Ordinary Shares held by such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such Company Stockholder fails to perfect, effectively withdraws or waives, or otherwise loses such holder’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price in accordance with this Agreement and will not thereafter Shareholder (1) shall no longer be deemed to be Dissenting Company Shares and (2) shall be treated as if they had been converted automatically at the Company Merger Effective Time into the right to receive the applicable portion of the Company Merger Consideration pursuant to Section 2.08(a) and Section 2.08(c) in accordance with the terms and conditions of this Agreement. Each Dissenting Company Shareholder who becomes entitled to payment for his, her or its Dissenting Company Shares pursuant to the Cayman Act shall receive payment thereof from Company in accordance with the Cayman Act. The Company shall give SPAC (prior to the Closing) or the Sponsor (after the Closing) prompt notice of any written demands for dissenters’ rights in respect of any Company Ordinary Share, attempted withdrawals of such demands and any other material developments related to any such demands and provide copies of all documents, instruments or other communications received by Company, any of its Subsidiaries or any of their respective Representatives related thereto and shall otherwise keep SPAC (prior to the Closing) or the Sponsor (after the Closing) reasonably apprised as to the status and developments related to such matters, and SPAC (prior to the Closing) or the Sponsor (after the Closing) shall have the opportunity to participate in all negotiations and proceedings with respect to all such demands. The Company shall not, except with the prior written consent (not to be unreasonably withheld, conditioned or delayed) of SPAC (prior to the Closing) or the Sponsor (after the Closing), make any payment or deliver any consideration (including Holdings Ordinary Shares) with respect to, settle or offer or agree to settle any such demands.

Dissenting Company Shares. (a) Notwithstanding anything in this Agreement to the contrary contrary, Dissenting Company Shares shall not be converted into the right to receive the Merger Consideration as provided in this AgreementSection 2.6(a), all shares but rather, the holders of Dissenting Company Common Stock that are issued and outstanding as of immediately prior Shares shall be entitled only to the Effective Time and held by a Company Stockholder who has (A) neither voted in favor payment of the adoption of this Agreement or the Merger nor consented thereto in writing and (B) properly demanded appraisal value of such shares of Dissenting Company Common Stock pursuant to, and Shares in accordance with, with the provisions of Section 262 of the DGCL less any applicable Taxes required to be withheld in accordance with Section 2.12 with respect to such payment (and, at the Effective Time, such shares being referred to collectively as the “Dissenting Company Shares”) will not Shares shall no longer be converted intooutstanding and shall automatically be canceled and shall cease to exist, or represent and such holders shall cease to have any right with respect thereto, except the right to receive, receive the Per Share Price pursuant to this Section 2.7 but instead will be entitled only to such rights as are granted by Section 262 of the DGCL. Such Company Stockholder will be entitled to receive payment of the appraised appraisal value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However); provided, ifthat, after the Effective Time, if any such holder of Dissenting Company Stockholder fails Shares shall fail to perfect, effectively withdraws or waives, perfect or otherwise loses such holder’s shall waive, withdraw or lose the right to appraisal of such Dissenting Company Shares pursuant and payment under and to the extent set forth in and in accordance with Section 262 of the DGCL (whether occurring before, at or a court after the Effective Time), then the right of competent jurisdiction determines that such holder is not entitled to be paid the relief provided by Section 262 appraisal value of the DGCL, such shares of holder’s Dissenting Company Common Stock will Shares shall cease and such Dissenting Company Shares shall be deemed to have been converted as of the Effective Time into, and to have become exchangeable solely for, as of the Effective Time, the right to receive the Per Share Price Merger Consideration (without interest thereon) as provided in accordance with this Agreement Section 2.6(a), and will such shares shall not thereafter be deemed to be Dissenting Company Shares. (b) The Company shall give Parent: (i) prompt written notice of (A) any written demand for appraisal received by the Company prior to the Effective Time pursuant to the DGCL or any other written communication with the Company that relates to a demand for appraisal or payment with respect to Dissenting Company Shares; (B) any withdrawal or attempted withdrawal of any such demand; and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL with respect to the exercise or purported exercise of appraisal rights; and (ii) the opportunity to participate in, at Parent’s election and expense, all negotiations and proceedings with respect to any such demand, notice or instrument. The Company shall not, except with the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), make any payment or settlement offer or settle any such demands prior to the Effective Time with respect to any such demand, notice or instrument. Each holder of Dissenting Company Shares who becomes entitled under Section 262 of the DGCL to receive payment of the “fair value” for such holder’s shares shall receive such payment therefor from the Surviving Company or its designee after giving effect to any withholdings required by applicable Law (but only after the amount thereof shall have been finally determined pursuant to the DGCL), and such shares shall be retired and cancelled as of the Effective Time. Table of Contents

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder who has (A) neither voted did not vote in favor of the adoption of this Agreement or the Merger (nor consented consent thereto in writing writing) and (B) who is entitled to demand, and properly demanded and validly demands, statutory appraisal of such shares of Company Common Stock pursuant to, and in accordance with, with Section 262 of the DGCL (such shares being referred to collectively as collectively, the “Dissenting Company Shares”) will shall not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7 but instead will be entitled only to such rights as are granted by Section 262 1.6(c). In lieu of the DGCL. Such right to receive the Per Share Price pursuant to Section 1.6(c), the holder of any Dissenting Company Stockholder will Shares shall be entitled to receive payment of the appraised value any amounts determined by a court of competent jurisdiction to be due in respect of such Dissenting Company Shares in accordance with pursuant to the provisions of Section 262 of the DGCL. However, if, after and at and as of the Effective Time, such Dissenting Company Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights in respect thereof other than the rights set forth in Section 262 of the DGCL; provided, however, that notwithstanding the foregoing, any Dissenting Company Shares that are held by a Company Stockholder fails who shall have failed to perfect, perfect or who shall have effectively withdraws withdrawn or waives, or otherwise loses lost such holderstockholder’s right to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price Price, without interest thereon, upon surrender of the certificate or certificates that formerly evidenced such shares of Company Common Stock in accordance the manner set forth in Section 1.7 (or in the case of a lost, stolen or destroyed certificate, upon delivery of an affidavit (and bond, if required) in the manner set forth in Section 1.9). The Company shall give Parent prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares, and the opportunity to direct all negotiations and proceedings with this Agreement and will not thereafter be deemed respect to be demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal, or settle or offer to settle any such demands for payment, in respect of Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder Stockholders who has (A) neither voted have not tendered such shares in favor the Offer and who are entitled to and who shall have properly and validly exercised their statutory rights of the adoption of this Agreement or the Merger nor consented thereto appraisal in writing and (B) properly demanded appraisal respect of such shares of Company Common Stock pursuant to, and in accordance with, with Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7 but instead will be entitled only to such rights as are granted by Section 262 3.1(a)(ii). Holders of the DGCL. Such Dissenting Company Stockholder Shares will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after DGCL (and at the Effective Time, such Dissenting Company Stockholder fails Shares shall no longer be outstanding and shall automatically be canceled and cease to perfectexist, and such holders shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL), except that all Dissenting Company Shares held by Stockholders who shall have failed to perfect or who shall have effectively withdraws waived, withdrawn or waives, or otherwise loses such holder’s right lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price without interest thereon, upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock in accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Sharesthe manner provided in Section 3.4.

Dissenting Company Shares. (a) Notwithstanding anything any provision of this Agreement to the contrary in this Agreementcontrary, all shares of if and to the extent required by the DGCL, Company Common Stock Shares that are issued and outstanding as of immediately prior to the Effective Time and which are held by a Company Stockholder Securityholders who has (A) neither have not voted in favor of the adoption of this Agreement Merger or the Merger nor consented thereto in writing and (B) who have demanded properly demanded in writing appraisal of for such shares of Company Common Stock pursuant to, and Shares in accordance with, with Section 262 of the DGCL (such shares being referred to collectively as collectively, the “Dissenting Company Shares”) will shall not be converted into, into or represent the right to receive, receive the Per Share Price applicable consideration due to such holder pursuant to this Section 2.7 but instead will 2.06(a) above. From and after the Effective Time, a holder of Dissenting Company Shares (“Dissenting Stockholder”) shall not have and shall not be entitled only to such rights as are granted by Section 262 exercise any of the DGCLvoting rights or other rights of a stockholder of the Surviving Corporation. Such Company Dissenting Stockholder will shall be entitled to receive payment of the appraised value of such Dissenting Company Shares held by them in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such except that all Dissenting Company Stockholder fails Shares held by Securityholders who shall have failed to perfect, perfect or who effectively withdraws shall have withdrawn or waives, or otherwise loses such holder’s right lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will shall thereupon be deemed to have been converted into, into and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price applicable consideration due to such holder pursuant to Section 2.06(a) above, without any interest thereon, upon surrender, in accordance with the manner provided in Section 2.06(a), of the certificate or certificates that formerly evidenced such Dissenting Company Shares. Notwithstanding anything to the contrary herein, if this Agreement is terminated prior to the Effective Time, the right of any Dissenting Stockholder to be paid the appraised value of the applicable Dissenting Company Shares pursuant to Section 262 of the DGCL will cease. (b) The Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and will not thereafter be deemed any other instruments, notices, petitions, or other communication received from stockholders or provided to stockholders by the Company with respect to any Dissenting Company Shares or shares claimed to be Dissenting Company Shares, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands.

Dissenting Company Shares. Notwithstanding anything to the contrary in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder holder, or owned by a Person, who has (A) neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto to the Merger in writing and (B) properly demanded appraisal of such shares of Company Common Stock pursuant to, and in accordance with, Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7 but instead instead, such holders or other applicable Persons holding or owning the Dissenting Company Shares will be entitled only to such rights as are granted by Section 262 of the DGCLDGCL (it being understood that at the Effective Time, such Dissenting Company Shares will no longer be outstanding, will automatically be cancelled and will cease to exist). Such Company Stockholder holder or other applicable Person will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such Company Stockholder holder or other applicable Person fails to perfect, effectively withdraws or waives, or otherwise loses such holderPerson’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder Person is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price in accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Shares.

Dissenting Company Shares. (i) Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock Shares that are issued and outstanding as of immediately prior to the Effective Time and which are held by a Company Stockholder stockholders who has (A) shall have neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto in writing and (B) who shall have properly demanded and validly exercised their dissenters' rights of appraisal of such shares of Company Common Stock pursuant to, and Shares in accordance with, with Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”collectively, "DISSENTING COMPANY SHARES") will shall not be converted into, or represent the right to receive, the Per Share Price Merger Consideration pursuant to this Section 2.7 but instead will be entitled only to such rights as are granted by Section 262 of the DGCLSECTION 2.7. Such Company Stockholder will stockholders shall be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such except that all Dissenting Company Stockholder fails Shares held by stockholders who shall have failed to perfect, perfect or who effectively withdraws shall have withdrawn or waives, or otherwise loses such holder’s right lost their rights to appraisal of such Dissenting Company Shares pursuant to under such Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price Merger Consideration, without any interest thereon, upon surrender of the certificate or certificates that formerly evidenced such Company Shares in accordance the manner provided in SECTION 2.8 hereof. (ii) The Company shall give Parent (i) prompt notice of any demands for appraisal received by the Company, withdrawals of such demands, and any other instruments served pursuant to Delaware Law and received by the Company in respect of Dissenting Company Shares, and (ii) the opportunity to direct all negotiations and proceedings with this Agreement and will not thereafter be deemed respect to be demands for appraisal under Delaware Law in respect of Dissenting Company Shares. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any demands for appraisal or offer to settle or settle any such demands in respect of Dissenting Company Shares.

Dissenting Company Shares. Notwithstanding anything to the contrary set forth in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder Stockholders who has have (A) neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto in writing and (B) properly demanded and validly exercised and perfected their respective statutory rights of appraisal in respect of such shares of Company Common Stock pursuant to, and in accordance with, with Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price Merger Consideration, but shall, by virtue of the Merger, be automatically cancelled and no longer outstanding, shall cease to exist and shall be entitled to only such consideration as shall be determined pursuant to this Section 2.7 but instead will be entitled only to such rights as are granted by Section 262 of the DGCL2.10. Such Company Stockholder Stockholders will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such except that all Dissenting Company Stockholder fails Shares held by Company Stockholders who have failed to perfect, perfect or who have effectively withdraws withdrawn or waives, or otherwise loses such holder’s right lost their rights to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price Merger Consideration (less any amounts entitled to be deducted or withheld pursuant to Section 2.15) upon surrender of the Certificates or Uncertificated Shares that formerly evidenced such shares of Company Common Stock in accordance with this Agreement the manner provided in Section 2.12 and will such shares of Company Common Stock shall not thereafter be deemed to be Dissenting Company Shares. From and after the Effective Time, Dissenting Company Shares shall not be entitled to vote for any purpose or be entitled to the payment of dividends or other distributions (except dividends or other distributions payable to stockholders of record prior to the Effective Time).

Dissenting Company Shares. Notwithstanding anything any provision of this Agreement to the contrary in this Agreementcontrary, all if required by the DGCL but only to the extent required thereby, shares of Company Common Stock that which are issued and outstanding as of immediately prior to the Effective Time and which are held by a Company Stockholder any holder who has (A) neither voted in favor of the adoption of this Agreement or the Merger nor consented is entitled to demand and who have properly exercised appraisal rights with respect thereto in writing and (B) properly demanded appraisal of such shares of Company Common Stock pursuant toaccordance with, and who complied in accordance all respects with, Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”) will not be converted into, or represent exchangeable for the right to receivereceive the Merger Consideration, the Per Share Price pursuant to this Section 2.7 but instead will be entitled only to and holders of such rights as are granted by Section 262 of the DGCL. Such Company Stockholder shares will be entitled to receive payment of the appraised value of such Dissenting Company Shares shares in accordance with the provisions of such Section 262 of unless and until such holders fail to perfect or effectively withdraw or lose their rights to appraisal and payment under the DGCL. HoweverAt the Effective Time, ifthe Dissenting Company Shares shall no longer be outstanding and shall automatically be canceled and shall cease to exist, and each holder of a certificate or evidence of shares in book-entry form that immediately prior to the Effective Time represented Dissenting Company Shares shall cease to have any rights with respect thereto, except the right to receive the appraised value of such shares in accordance with the provisions of such Section 262. If, after the Effective Time, any such Company Stockholder holder fails to perfect, perfect or effectively withdraws or waives, or otherwise loses such holder’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines shall determine that such holder is not entitled to the relief provided by such Section 262 of the DGCL262, such shares of Company Common Stock will thereupon be deemed to have treated as if they had been converted into, into and to have become exchangeable for, as of at the Effective Time, the right to receive the Per Share Price Merger Consideration, without any interest thereon. Upon the Company’s receipt of any appraisal demand in accordance with this Agreement the provisions of such Section 262, withdrawals of any such demands and will not thereafter be deemed any other related instruments served pursuant to be Dissenting the DGCL (collectively, the “Appraisal Documents”) that are received by the Company, the Company Sharesshall promptly provide Parent with a copy of such Appraisal Documents and Parent shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. The Company shall not, except with the prior written consent of Parent, make any payment with respect to any such appraisal demand or offer to settle or settle any such appraisal demand.

Dissenting Company Shares. Notwithstanding anything to Holders of Dissenting Company Shares shall have those rights, but only those rights, of holders of "dissenting shares" under Chapter 13 of the contrary in this AgreementCalifornia Corporations Code. If a holder of Dissenting Company Shares withdraws his or her demand for such payment and appraisal or becomes ineligible for such payment and appraisal, all shares of Company Common Stock that are issued and outstanding then, as of immediately prior to the Effective Time and held by a Company Stockholder who has (A) neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto in writing and (B) properly demanded appraisal occurrence of such shares event of Company Common Stock pursuant towithdrawal or ineligibility, and in accordance withwhichever last occurs, Section 262 of the DGCL (such shares being referred to collectively as the “holder's Dissenting Company Shares”) Shares will not cease to be Dissenting Company Shares and will be converted into, or represent into the right to receive, the Per Share Price pursuant to this Section 2.7 but instead and will be entitled only to such rights as are granted by Section 262 exchangeable for, the shares of the DGCL. Such Company Stockholder will be entitled to receive payment of the appraised value of Purchaser Common Stock into which such Dissenting Company Shares in accordance would have been converted pursuant to Section 2.3. The Company shall give Purchaser prompt notice of any demand, purported demand or other communication received by the Company with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such Company Stockholder fails respect to perfect, effectively withdraws or waives, or otherwise loses such holder’s right to appraisal of such any Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price in accordance with this Agreement and will not thereafter be deemed claimed to be Dissenting Company Shares, and Purchaser shall have the right to participate in all negotiations and proceedings with respect to such shares. The Company agrees that, without the prior written consent of Purchaser, it shall not voluntarily make any payment with respect to, or settle or offer to settle, any demand or purported demand respecting such shares. Each holder of Dissenting Company Shares who, pursuant to the provisions of Chapter 13 of the California Corporations Code, becomes entitled to payment of the value of the Dissenting Company Shares will receive payment therefor but only after the value thereof has been agreed upon or finally determined pursuant to such provisions. Any portion of the Purchaser Common Stock or cash in lieu of fractional shares that would otherwise have been payable with respect to the Dissenting Company Shares will be retained by Purchaser.

Dissenting Company Shares. Notwithstanding anything to the contrary in this Agreement, all shares of Company Common Stock that are issued and outstanding as of immediately prior to the Effective Time and held by a Company Stockholder holder, or owned by a Person, who has (A) neither voted in favor of the adoption of this Agreement or the Merger nor consented thereto to the Merger in writing and (B) properly demanded appraisal of such shares of Company Common Stock pursuant to, and in accordance with, Section 262 of the DGCL (such shares being referred to collectively as the “Dissenting Company Shares”) will not be converted into, or represent the right to receive, the Per Share Price pursuant to this Section 2.7 but instead instead, such holders or other applicable Persons holding or owning the Dissenting Company Shares will be entitled only to such rights as are granted by Section 262 of the DGCL. Such Company Stockholder holder or other applicable Person will be entitled to receive payment of the appraised value of such Dissenting Company Shares in accordance with the provisions of Section 262 of the DGCL. However, if, after the Effective Time, such Company Stockholder holder or other applicable Person fails to perfect, effectively withdraws or waives, or otherwise loses such holderPerson’s right to appraisal of such Dissenting Company Shares pursuant to Section 262 of the DGCL or a court of competent jurisdiction determines that such holder Person is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock will be deemed to have been converted into, and to have become exchangeable for, as of the Effective Time, the right to receive the Per Share Price in accordance with this Agreement and will not thereafter be deemed to be Dissenting Company Shares.