Common use of Dissenting Shareholders Clause in Contracts

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, shares of Seller Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal of such shares of Seller Common Stock pursuant to, and who complies in all respects with, the provisions of Sections 10.351 through 10.368 of the TBOC (“Section 10.351 et seq.”) (the “Seller Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in this Agreement (the “Seller Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Seller Dissenting Shares in accordance with the provisions of Section 10.351 et seq. At the Effective Time, all Seller Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Seller Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Seller Dissenting Shares in accordance with the provisions of Section 10.351 et seq. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 10.351 et seq., or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 10.351 et seq., then the right of such Holder to be paid the fair value of such Holder’s Seller Dissenting Shares under Section 10.351 et seq. shall cease and such Seller Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration. (b) Seller shall give prompt written notice (but in any event within 48 hours) to Buyer of any demands for appraisal of any shares of Seller Common Stock and any withdrawals of such demands, and Buyer shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Seller shall not, except with the prior written consent of Buyer, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, Any holder of shares of Seller Common Zynaxis Capital Stock that are issued who perfects his or her dissenters' rights in accordance with and outstanding immediately prior to the Effective Time and which are held as contemplated by any Holder who is entitled to demand and properly demands appraisal of such shares of Seller Common Stock pursuant to, and who complies in all respects with, the provisions of Sections 10.351 through 10.368 Section 1930 of the TBOC (“Section 10.351 et seq.”) (the “Seller Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in this Agreement (the “Seller Dissenting Shares”), but instead such Holder PBCL shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with the applicable provisions of the PBCL and surrendered to Zynaxis the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting shareholder of Zynaxis fails to perfect, or effectively withdraws or loses, his right to appraisal and of payment for his shares, Vaxcel shall issue and deliver the consideration to which such holder of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Zynaxis Capital Stock held by him. If and to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting shareholders. Upon satisfaction of all claims of dissenting shareholders, the remaining escrowed amount, reduced by payment of the fair value fees and expenses of such Seller Dissenting Shares in accordance with the provisions of Section 10.351 et seq. At the Effective Timeescrow agent, all Seller Dissenting Shares shall no longer will be outstanding, shall automatically be canceled and retired and shall cease returned to exist, and each Holder of Seller Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Seller Dissenting Shares in accordance with the provisions of Section 10.351 et seq. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 10.351 et seq., or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 10.351 et seq., then the right of such Holder to be paid the fair value of such Holder’s Seller Dissenting Shares under Section 10.351 et seq. shall cease and such Seller Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger ConsiderationVaxcel. (b) Seller shall give prompt written notice (but in any event within 48 hours) to Buyer Any holder of any demands for appraisal of any shares of Seller Common Zynaxis Capital Stock who objects to the transaction and any withdrawals in accordance with and as contemplated by Sections 2544 and 2546 of the PBCL shall be entitled to receive the value of such demandsshares in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any objecting shareholder unless and Buyer shall have until such objecting shareholder has complied with the applicable provisions of the PBCL and surrendered to Zynaxis the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time an objecting shareholder of Zynaxis fails to give proper notice and surrender his certificates as required by Section 2547 of the PBCL, or otherwise effectively withdraws or loses his right to participate in appraisal and direct of payment for his shares, Vaxcel shall issue and CytRx and Vaxcel shall deliver the consideration to which such holder of shares of Zynaxis Capital Stock is entitled under this Article 3 (without interest) upon surrender by such holder of the certificate or certificates representing shares of Zynaxis Capital Stock held by him. If and to the extent required by applicable Law, Vaxcel will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to objecting shareholders. Upon satisfaction of all negotiations claims of objecting shareholders, the remaining escrowed amount, reduced by payment of the fees and proceedings with respect expenses of the escrow agent, will be returned to such demands. Seller shall not, except with the prior written consent of Buyer, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for paymentVaxcel.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, Any holder of shares of Seller Common Stock that are issued who perfects such holder’s dissenter’s rights, if applicable and outstanding immediately prior to available, in accordance with and as contemplated by Article 13 of the GBCC and has not effectively withdrawn or lost such right as of the Effective Time and which are held by any Holder who is shall be entitled to receive from the Surviving Company the value of such shares in cash as determined pursuant to such provision of Law (any shareholder duly making such demand being hereinafter called a “Dissenting Shareholder”); provided, that no such payment shall be made to any such Dissenting Shareholder unless and properly until such Dissenting Shareholder has complied with the applicable provisions of the GBCC and surrendered to Seller the certificate or certificates representing the shares for which payment is being made. Seller shall give Buyer prompt notice upon receipt by Seller of any such demands appraisal for payment of the fair value of such shares of Seller Common Stock pursuant to, and who complies in all respects with, the provisions of Sections 10.351 through 10.368 of the TBOC (“Section 10.351 et seq.”) (the “Seller Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in this Agreement (the “Seller Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Seller Dissenting Shares in accordance with the provisions of Section 10.351 et seq. At the Effective Time, all Seller Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Seller Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Seller Dissenting Shares in accordance with the provisions of Section 10.351 et seq. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 10.351 et seq., or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 10.351 et seq., then the right of such Holder to be paid the fair value of such Holder’s Seller Dissenting Shares under Section 10.351 et seq. shall cease and such Seller Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration. (b) Seller shall give prompt written notice (but in any event within 48 hours) to Buyer of any demands for appraisal of any shares of Seller Common Stock and any withdrawals of such demandsnotice and any other instruments provided pursuant to applicable Law, and Buyer shall have the right to participate in and direct all negotiations and proceedings with respect to any such demands. Seller shall not, except with the prior written consent of Buyer, voluntarily make any payment with respect to, or settle, offer to settle or offer or agree to settleotherwise negotiate, any such demands, or waive any failure to timely deliver a written demand for paymentappraisal or the taking of any other action as may be necessary to perfect dissenter’s rights. In the event that after the Effective Time a Dissenting Shareholder of Seller fails to perfect, or effectively withdraws or loses, such holder’s right to appraisal of and payment for such holder’s shares, the Surviving Company shall issue and deliver the Merger Consideration to which such holder of shares of Seller Common Stock is entitled under Section 3.1 (without interest) upon a proper surrender by such holder of the certificate or certificates representing the shares of Seller Common Stock held by such holder subject to the procedures in Article 4.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, Any holder of shares of Seller JCN Common Stock that are issued who perfects his dissenters' rights in accordance with and outstanding immediately prior to the Effective Time and which are held as contemplated by any Holder who is entitled to demand and properly demands appraisal of such shares of Seller Common Stock pursuant to, and who complies in all respects with, the provisions of Sections 10.351 through 10.368 Section 351.455 of the TBOC (“Section 10.351 et seq.”) (the “Seller Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in this Agreement (the “Seller Dissenting Shares”), but instead such Holder GBCL shall be entitled to receive the value of such shares in cash as determined pursuant to such provision of Law; provided, that no such payment shall be made to any dissenting shareholder unless and until such dissenting shareholder has complied with the applicable provisions of the GBCL and surrendered to the Surviving Corporation the certificate or certificates representing the shares for which payment is being made. In the event that after the Effective Time a dissenting shareholder of JCN fails to perfect, or effectively withdraws or loses, his right to appraisal and of payment for his shares, Highwoods shall issue and deliver the consideration to which such holder of shares of JCN Common Stock would have been entitled under this Article 3 (without interest) had such shares been No Election Shares upon surrender by such holder of the certificate or certificates representing shares of JCN Common Stock held by him. If and to the extent required by applicable Law, the Surviving Corporation will establish (or cause to be established) an escrow account with an amount sufficient to satisfy the maximum aggregate payment that may be required to be paid to dissenting shareholders. Upon satisfaction of all claims of dissenting shareholders, the remaining escrowed amount, reduced by payment of the fair value fees and expenses of such Seller Dissenting Shares in accordance with the provisions of Section 10.351 et seq. At the Effective Timeescrow agent, all Seller Dissenting Shares shall no longer will be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Seller Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Seller Dissenting Shares in accordance with the provisions of Section 10.351 et seq. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 10.351 et seq., or a court of competent jurisdiction shall determine that such Holder is not entitled returned to the relief provided by Surviving Corporation. In the event that the Surviving Corporation is liquidated prior to the fulfillment of all obligations of the Surviving Corporation under this Section 10.351 et seq.3.5, then the right of such Holder to be paid the fair value of such Holder’s Seller Dissenting Shares under Section 10.351 et seq. shall cease and such Seller Dissenting Shares obligations shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Considerationassumed by Highwoods. (b) Seller shall give prompt written notice (but in any event within 48 hours) to Buyer of any demands for appraisal of any shares of Seller Common Stock and any withdrawals of such demands, and Buyer shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Seller shall not, except with the prior written consent of Buyer, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, shares of Seller Common Stock that are issued and outstanding immediately no Person who has prior to the Effective Time and which are perfected a demand for appraisal rights pursuant to Section 17-6712 of the KGCC (a “Dissenting Shareholder”) with respect to any shares of KBC Stock held by any Holder who is entitled to demand and properly demands appraisal of such shares of Seller Common Stock pursuant to, and who complies in all respects with, the provisions of Sections 10.351 through 10.368 of the TBOC Dissenting Shareholder (“Section 10.351 et seq.”) (the “Seller Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in this Agreement (the “Seller Dissenting Shares”), but instead such Holder ) shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Dissenting Shareholder shall have effectively withdrawn (in accordance with Section 17-6712 of the KGCC) or lost such Person’s right to appraisal under the KGCC with respect to such Dissenting Shares. Unless and until a Dissenting Shareholder shall have effectively so withdrawn or lost such Dissenting Shareholder’s right to appraisal under the KGCC with respect to Dissenting Shares, such Dissenting Shareholder shall be entitled to receive only payment of the fair value of such Seller Dissenting Shares as required by Section 17-6712 of the KGCC (including any interest thereon and related costs, if any, required to be paid in accordance with Section 17-6712 of the provisions of Section 10.351 et seqKGCC). At the Effective Time, all Seller Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Seller Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Seller Dissenting Shares in accordance with the provisions of Section 10.351 et seq. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 10.351 et seq., or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 10.351 et seq., then the right of such Holder to be paid the fair value of such Holder’s Seller Dissenting Shares under Section 10.351 et seq. shall cease and such Seller Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration. (b) Seller KBC shall give EQBK (A) prompt written notice (but in any event within 48 hours) to Buyer of any written demands for appraisal payment of any shares of Seller Common Stock and any fair value, attempted withdrawals of such demands, and Buyer shall have any other instruments served pursuant to applicable Law that are received by KBC prior to the right Effective Time pursuant to Section 17-6712 of the KGCC relating to KBC shareholders’ appraisal rights and (B) the opportunity to participate in and direct control all negotiations and proceedings Proceedings with respect to such demandsdemands for payment of fair value by KBC shareholders under Section 17-6712 of the KGCC. Seller KBC shall not, except with the prior written consent of BuyerEQBK (which shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to, or settle, or offer or agree to settle, any such demand dissent or demands for paymentpayment of fair value, offer to settle or settle any such demands. Any payment required to be made with respect to the Dissenting Shares shall be made by EQBK. From and after the Effective Time, Dissenting 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 by KBC to shareholders of record prior to the Effective Time). (b) If any shareholder who holds Dissenting Shares effectively withdraws or loses (through failure to perfect or otherwise) such shareholder’s right to appraisal under the KGCC, then, as of the later of the Effective Time and the occurrence of such effective withdrawal or loss, such shareholder’s shares of Common Stock shall no longer be Dissenting Shares and shall be automatically converted into the right to receive the Per Share Merger Consideration, without interest, as set forth in this Article I, it being understood that surrender of the Certificate representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby.

Dissenting Shareholders. (a) Notwithstanding anything in After the Consenting Shareholders execute and deliver to Waban the Merger Consent, which, when so executed and delivered, approves and adopts this Agreement to and the contraryMerger, shares of Seller Common Stock that are issued and outstanding immediately Waban shall, prior to the Effective Time and which are held by any Holder who is entitled Closing, mail to demand and properly demands appraisal of such shares of Seller Common Stock pursuant to, and who complies in all respects with, the provisions of Sections 10.351 through 10.368 of the TBOC (“Waban Shareholders other than the Consenting Shareholders the notices required under Section 10.351 et seq.”) (the “Seller Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any 262 of the consideration as specified in this Agreement (the “Seller Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Seller Dissenting Shares in accordance with the provisions of Section 10.351 et seq. At the Effective Time, all Seller Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Seller Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Seller Dissenting Shares in accordance with the provisions of Section 10.351 et seq. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 10.351 et seq., or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 10.351 et seq., then the right of such Holder to be paid the fair value of such Holder’s Seller Dissenting Shares under Section 10.351 et seq. shall cease and such Seller Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger ConsiderationDGCL. (b) Seller Any holder of shares of Waban Common Stock who perfects such holder’s appraisal rights in accordance with and as contemplated by Section 262 of the DGCL shall not receive consideration pursuant to Section 4.2, but shall instead be entitled to receive from the Surviving Corporation the value of such shares in cash as determined pursuant to such provision of the DGCL; provided, that no such payment shall be made to any dissenting Waban Shareholder unless and until such dissenting Waban Shareholder has complied with the applicable provisions of the DGCL and surrendered to Waban the certificate or certificates representing the shares for which payment is being made. In the event that a dissenting Waban Shareholder fails to perfect, or effectively withdraws or loses, such holder’s right to appraisal of and payment for such holder’s shares, Phase Forward shall issue and deliver to such holder of shares of Waban Common Stock the Pro Rata Share of the Merger Consideration to which such holder is entitled under this Article 4 (without interest) upon surrender by such holder of the certificate or certificates representing the shares of Waban Common Stock held by such holder. (c) Immediately prior to the Effective Time, Waban shall give prompt written Phase Forward notice (but in any event within 48 hours) to Buyer of any demands received by Waban through such date for appraisal of any shares of Seller Waban Common Stock and any withdrawals of such demandsheld by dissenting Waban Shareholders. Prior to Closing, and Buyer Waban shall have the right to participate in and direct control all negotiations and proceedings with respect to such demands. Seller demands and from and after the Effective Time, the Securityholder Representative shall notexercise such control, except with the prior written consent of Buyer, voluntarily make any payment subject to Phase Forward’s reasonable review and approval with respect to, or settle, or offer or agree to settlesuch negotiations and proceedings, any such demand approval not to be unreasonably withheld or delayed. Phase Forward shall promptly pay to any dissenting Waban Shareholder any and all amounts due and owing to such holder as a result of any settlement or final, non-appealable determination by a court of competent jurisdiction of the State of Delaware with respect to such demands. If, as a result of any such settlement or final, non-appealable determination by a court of competent jurisdiction of the State of Delaware any Waban Shareholder is entitled to receive as payment for paymentits Waban Common Stock an amount per share that exceeds the value of the Merger Consideration (valued in accordance with this Agreement) which such Waban Shareholder would have received in the Merger in accordance with the terms of this Agreement (the aggregate amount of such excess for all dissenting Waban Shareholders, the “Appraisal Reduction Amount”), then the Appraisal Reduction Amount shall be subject to the indemnification provisions of Section 13.

Dissenting Shareholders. (a) Notwithstanding anything in After the Consenting Shareholders execute and deliver to Lincoln the Merger Consent, which, when so executed and delivered, approves and adopts this Agreement and the Merger, Lincoln shall, within one business day thereafter, mail to the contrary, shares of Seller Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal of such shares of Seller Common Stock pursuant to, and who complies in all respects with, the provisions of Sections 10.351 through 10.368 of the TBOC (“Section 10.351 et seq.”) (Lincoln Shareholders other than the “Seller Dissenting Shareholders”), shall not be converted into or be exchangeable for Consenting Shareholders the right to receive any notices required under Part 13 of the consideration as specified in this Agreement (the “Seller Dissenting Shares”), but instead such Holder shall be entitled to payment of the fair value of such Seller Dissenting Shares in accordance with the provisions of Section 10.351 et seq. At the Effective Time, all Seller Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Seller Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Seller Dissenting Shares in accordance with the provisions of Section 10.351 et seq. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 10.351 et seq., or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 10.351 et seq., then the right of such Holder to be paid the fair value of such Holder’s Seller Dissenting Shares under Section 10.351 et seq. shall cease and such Seller Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger ConsiderationMBCA. (b) Seller Any holder of shares of Lincoln Common Stock who perfects such holder’s appraisal rights in accordance with and as contemplated by Part 13 of the MBCA shall not receive consideration pursuant to Section 4.2, but shall instead be entitled to receive from the Surviving Corporation the value of such shares in cash as determined pursuant to such provision of the MBCA; provided, that no such payment shall be made to any dissenting Lincoln Shareholder unless and until such dissenting Lincoln Shareholder has complied with the applicable provisions of the MBCA and surrendered to Lincoln the certificate or certificates representing the shares for which payment is being made. In the event that a dissenting Lincoln Shareholder fails to perfect, or effectively withdraws or loses, such holder’s right to appraisal of and payment for such holder’s shares, Phase Forward shall issue and deliver the Merger Consideration to which such holder of shares of Lincoln Common Stock is entitled under this Article 4 (without interest) upon surrender by such holder of the certificate or certificates representing the shares of Lincoln Common Stock held by such holder. (c) Within one day prior to the Effective Time, Lincoln shall give prompt written Phase Forward notice (but in any event within 48 hours) to Buyer of any demands received by Lincoln through such date for appraisal of any shares of Seller Lincoln Common Stock and any withdrawals of such demandsheld by dissenting Lincoln Shareholders. ** Confidential Treatment Requested. Prior to Closing, and Buyer Lincoln shall have the right to participate in and direct control all negotiations and proceedings with respect to such demands. Seller demands and from and after the Effective Time, the Securityholder Representative shall notexercise such control, except with the prior written consent of Buyer, voluntarily make any payment subject to Phase Forward’s reasonable review and approval with respect to, or settle, or offer or agree to settlesuch negotiations and proceedings, any such demand approval not to be unreasonably withheld or delayed. Phase Forward shall promptly pay to any dissenting Lincoln Shareholder any and all amounts due and owing to such holder as a result of any settlement or final, non-appealable determination by a court of competent jurisdiction of the Commonwealth of Massachusetts with respect to such demands. If, as a result of any such settlement or final, non-appealable determination by a court of competent jurisdiction of the Commonwealth of Massachusetts any Lincoln Shareholder is entitled to receive as payment for paymentits Lincoln Common Stock an amount per share that exceeds the value of the Merger Consideration (valued in accordance with this Agreement) which such Lincoln Shareholder would have received in the Merger in accordance with the terms of this Agreement (the aggregate amount of such excess for all dissenting Lincoln Shareholders, the “Appraisal Reduction Amount”), then the Appraisal Reduction Amount shall be subject to the indemnification provisions of Section 13.

Dissenting Shareholders. (a) Notwithstanding anything in any provision of this Agreement to the contrary, shares of Seller Common Stock that are each W2 Share issued and outstanding immediately prior to the Effective Time Closing and which are that is held by any Holder a shareholder of Waste2Energy who is entitled to demand has not voted in favor of this Agreement or consented thereto in writing and properly demands appraisal who shall have otherwise perfected such holder's dissenters' rights in accordance with and as contemplated by Section 262 of the DGCL (each such shares of Seller Common Stock pursuant toshareholder, a "DISSENTING STOCKHOLDER", and who complies in all respects witheach W2 Share held by such shareholder, the provisions of Sections 10.351 through 10.368 of the TBOC (“Section 10.351 et seq.”a "DISSENTING SHARE") (the “Seller Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in this Agreement (the “Seller Dissenting Shares”)canceled, extinguished and converted, but instead such Holder shall be entitled to payment receive from the Surviving Company the value of the fair value W2 Shares held by such Dissenting Stockholder as determined pursuant to Section 262 of the DGCL; provided, however, that if such Seller Dissenting Shares in accordance with the provisions of Section 10.351 et seq. At the Effective TimeStockholder fails to perfect, all Seller Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Seller Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of or effectively withdraws or loses such Seller Dissenting Shares in accordance with the provisions of Section 10.351 et seq. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the holder's right to appraisal of and payment for such holder's shares under Section 10.351 et seq.262 of the DGCL, or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 10.351 et seq., then the right each W2 Share of such Holder to be paid the fair value of such Holder’s Seller Dissenting Shares under Section 10.351 et seq. Stockholder shall cease and such Seller Dissenting Shares shall thereupon be deemed to have been converted at into and to have become exchangeable for, as of the Effective Time into, and shall have becomeClosing, the right to receive shares of Maven common stock, and such W2 Share shall no longer be a Dissenting Share. In such event, Waste2Energy shall deliver the Merger Considerationnumber of shares of Maven common stock to which such shareholder is entitled (without interest) upon surrender by such shareholder of the certificate or certificates representing the W2 Shares held by such shareholder. (b) Seller Waste2Energy shall give prompt provide notice in accordance with the DGCL to each shareholder that is entitled to appraisal rights; provided that if the Waste2Energy shareholders have approved the Merger by written consent pursuant to Section 228 of the DGCL, Waste2Energy shall provide notice (but promptly, and in any event within 48 hoursfive (5) business days, after such stockholder approval is obtained. Waste2Energy shall give prompt notice to Buyer Maven of any demands received by Waste2Energy for appraisal of any shares of Seller Common Stock Waste2Energy common stock. The Surviving Company shall promptly pay to any Dissenting Stockholder any and any withdrawals of such demands, all amounts due and Buyer shall have the right to participate in and direct all negotiations and proceedings with respect owing to such demands. Seller shall notholder as a result of any settlement of, except with or determination by the prior written consent Court of Buyer, voluntarily make any payment Chancery of the State of Delaware with respect to, or settle, or offer or agree to settle, any such demand for paymentdemands.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, shares of Seller Common Stock that are issued and outstanding immediately no Person who has prior to the Effective Time and which are perfected a demand for appraisal rights pursuant to Section 1091 of the OGCA (a “Dissenting Shareholder”) with respect to any shares of Cache Stock held by any Holder who is entitled to demand and properly demands appraisal of such shares of Seller Common Stock pursuant to, and who complies in all respects with, the provisions of Sections 10.351 through 10.368 of the TBOC Dissenting Shareholder (“Section 10.351 et seq.”) (the “Seller Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in this Agreement (the “Seller Dissenting Shares”), but instead such Holder ) shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Dissenting Shareholder shall have effectively withdrawn (in accordance with the applicable provisions of the OGCA) or lost such Person’s right to appraisal under the OGCA with respect to such Dissenting Shares. Unless and until a Dissenting Shareholder shall have effectively so withdrawn or lost such Dissenting Shareholder’s right to appraisal under the OGCA with respect to Dissenting Shares, such Dissenting Shareholder shall be entitled to receive only payment of the fair value of such Seller Dissenting Shares as required by Section 1091 of the OGCA (including any interest thereon and related costs, if any, required to be paid in accordance with Section 1091 of the OGCA). Cache shall give EQBK (i) prompt written notice of any written demands for payment of fair value, attempted withdrawals of such demands, and any other instruments served pursuant to applicable Law that are received by Cache prior to the Effective Time in accordance with the provisions of Section 10.351 et seq. At 1091 of the Effective Time, all Seller Dissenting Shares shall no longer be outstanding, shall automatically be canceled OGCA relating to Cache shareholders’ appraisal rights and retired and shall cease to exist, and each Holder of Seller Dissenting Shares shall cease to have any rights with respect thereto, except (ii) the right to receive the fair value of such Seller Dissenting Shares in accordance with the provisions of Section 10.351 et seq. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 10.351 et seq., or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 10.351 et seq., then the right of such Holder to be paid the fair value of such Holder’s Seller Dissenting Shares under Section 10.351 et seq. shall cease and such Seller Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration. (b) Seller shall give prompt written notice (but in any event within 48 hours) to Buyer of any demands for appraisal of any shares of Seller Common Stock and any withdrawals of such demands, and Buyer shall have the right opportunity to participate in and direct control all negotiations and proceedings with respect to such demandsdemands for payment of fair value by Cache shareholders under Section 1091 of the OGCA. Seller Cache shall not, except with the prior written consent of BuyerEQBK (which shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to, or settle, or offer or agree to settle, any such demand dissent or demands for paymentpayment of fair value, offer to settle or settle any such demands. Any payment required to be made with respect to the Dissenting Shares shall be made by EQBK. From and after the Effective Time, Dissenting 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 shareholders of record prior to the Effective Time). (b) If any shareholder who holds Dissenting Shares effectively withdraws or loses (through failure to perfect or otherwise) such shareholder’s right to appraisal under the OGCA, then, as of the later of the Effective Time and the occurrence of such effective withdrawal or loss, such shareholder’s shares of Cache Stock shall no longer be Dissenting Shares and shall be automatically converted into the right to receive the Per Share Merger Consideration, without interest, as set forth in this Article I, it being understood that surrender of the Certificate representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, shares of Seller Common Stock that are issued and outstanding immediately no Person who has prior to the Effective Time and which are perfected a demand for appraisal rights pursuant to Section 17-6712 of the KGCC (a “Dissenting Shareholder”) with respect to any shares of Prairie Stock held by any Holder who is entitled to demand and properly demands appraisal of such shares of Seller Common Stock pursuant to, and who complies in all respects with, the provisions of Sections 10.351 through 10.368 of the TBOC Dissenting Shareholder (“Section 10.351 et seq.”) (the “Seller Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in this Agreement (the “Seller Dissenting Shares”), but instead such Holder ) shall be entitled to receive the Per Share Merger Consideration with respect to such Dissenting Shares unless and until such Dissenting Shareholder shall have effectively withdrawn (in accordance with Section 17-6712 of the KGCC) or lost such Person’s right to appraisal under the KGCC with respect to such Dissenting Shares. Unless and until a Dissenting Shareholder shall have effectively so withdrawn or lost such Dissenting Shareholder’s right to appraisal under the KGCC with respect to Dissenting Shares, such Dissenting Shareholder shall be entitled to receive only payment of the fair value of such Seller Dissenting Shares as required by Section 17-6712 of the KGCC (including any interest thereon and related costs, if any, required to be paid in accordance with Section 17-6712 of the provisions of Section 10.351 et seqKGCC). At the Effective Time, all Seller Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Seller Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Seller Dissenting Shares in accordance with the provisions of Section 10.351 et seq. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 10.351 et seq., or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 10.351 et seq., then the right of such Holder to be paid the fair value of such Holder’s Seller Dissenting Shares under Section 10.351 et seq. shall cease and such Seller Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration. (b) Seller Prairie shall give EQBK (A) prompt written notice (but in any event within 48 hours) to Buyer of any written demands for appraisal payment of any shares of Seller Common Stock and any fair value, attempted withdrawals of such demands, and Buyer shall have any other instruments served pursuant to applicable Law that are received by Prairie prior to the right Effective Time pursuant to Section 17-6712 of the KGCC relating to Prairie shareholders’ appraisal rights and (B) the opportunity to participate in and direct control all negotiations and proceedings with respect to such demandsdemands for payment of fair value by Prairie shareholders under Section 17-6712 of the KGCC. Seller Prairie shall not, except with the prior written consent of BuyerEQBK (which shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to, or settle, or offer or agree to settle, any such demand dissent or demands for paymentpayment of fair value, offer to settle or settle any such demands. Any payment required to be made with respect to the Dissenting Shares shall be made by EQBK. From and after the Effective Time, Dissenting 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 by Prairie to shareholders of record prior to the Effective Time). (b) If any shareholder who holds Dissenting Shares effectively withdraws or loses (through failure to perfect or otherwise) such shareholder’s right to appraisal under the KGCC, then, as of the later of the Effective Time and the occurrence of such effective withdrawal or loss, such shareholder’s shares of Common Stock shall no longer be Dissenting Shares and shall be automatically converted into the right to receive the Per Share Merger Consideration, without interest, as set forth in this Article I, it being understood that surrender of the Certificate representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, shares of Seller Common Stock any Shares that are issued and outstanding immediately prior to held by shareholders of the Company who did not vote in favor of the Amalgamation shall be cancelled at the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal of such shares of Seller Common Stock pursuant to, and who complies in all respects with, the provisions of Sections 10.351 through 10.368 of the TBOC (“Section 10.351 et seq.”) (the “Seller Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any the Amalgamation Consideration for each Share formerly represented thereby, subject to the rights of shareholders of the consideration as specified in this Agreement Company (“Dissenting Shareholders”) who are not satisfied that the “Seller Dissenting Shares”), but instead such Holder shall be entitled to payment Amalgamation Consideration constitutes fair value of their Shares and require appraisal of the fair value of such Seller their Shares (“Dissenting Shares in accordance Shares”) under Section 106 of the Bermuda Act. In the event that the Company decides to proceed with the provisions Amalgamation pending the determination of Section 10.351 et seq. At any appraisal proceedings initiated by Dissenting Shareholders, the Effective Time, all Seller Dissenting Shares Shareholders shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Seller Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Seller Dissenting Shares in accordance Amalgamation Consideration for each Share formerly represented thereby upon compliance with the provisions of requirements set forth in Section 10.351 et seq4.2. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 10.351 et seq., or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 10.351 et seq., then the right of such Holder to be paid the fair value of such Holder’s Seller Dissenting Shares under Section 10.351 et seq. shall cease and such Seller Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration. (b) Seller The Company shall give Parent (i) reasonably prompt written notice (but in any event within 48 hours) to Buyer of any written demands by Dissenting Shareholders for appraisal of any shares of Seller Common Stock and any Dissenting Shares or withdrawals of such demands, demands received by the Company pursuant to the Bermuda Act and Buyer shall have (ii) the right opportunity to participate to the extent permitted by applicable Bermuda law in and direct all negotiations and proceedings with respect to such demandsdemands by Dissenting Shareholders for appraisal of Dissenting Shares under the Bermuda Act. Seller Except as required by Section 106 of the Bermuda Act, prior to the Effective Time, the Company shall not, except with the prior written consent of Buyer, voluntarily not make any payment with respect to, or settle, to any demands by Dissenting Shareholders of Dissenting Shares or offer to settle or agree to settle, settle any such demand for paymentdemands.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement 4.1 Each registered ESI Shareholder shall have the right to dissent with respect to the contrary, shares of Seller Common Stock that are Arrangement in accordance with the Interim Order. The ESI Shares held by a Dissenting ESI Shareholder shall be deemed to be cancelled and such ESI Shares shall be deemed to no longer be issued and outstanding as of the Effective Time. The Dissenting ESI Shareholder shall, at the Effective Time, cease to have any rights as an ESI Shareholder and shall only be entitled to be paid by ESI (or a successor thereto) for the fair value of the ESI Shares held by such Dissenting ESI Shareholder immediately prior to the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal of such shares of Seller Common Stock pursuant to, and who complies in all respects with, the provisions of Sections 10.351 through 10.368 Time. The fair value of the TBOC (“Section 10.351 et seq.”ESI Shares shall be determined as of the close of business on the last Business Day before the day on which the Arrangement is approved by the ESI Shareholders. Notwithstanding subsection 191(19) (of the “Seller ABCA, a Dissenting Shareholders”), ESI Shareholder shall not be converted into entitled to withdraw the ESI Shareholder's notice of dissent in the circumstances contemplated therein. In no event shall ESI or New ESI be exchangeable for required to recognize a Dissenting ESI Shareholder as an ESI Shareholder or a New ESI Shareholder after the right to receive any Effective Time and the names of the consideration as specified in this Agreement (the “Seller Dissenting Shares”), but instead such Holder holders shall be entitled to removed from the registers of shareholders as at the Effective Time. ESI Shareholders who have given a demand for payment of which remains outstanding as at the fair value of such Seller Dissenting Shares Effective Time in accordance with the provisions rights of Section 10.351 et seq. At the Effective Time, all Seller Dissenting Shares shall no longer be outstanding, shall automatically be canceled dissent in respect of this Plan of Arrangement and retired and shall cease to exist, and each Holder of Seller Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Seller Dissenting Shares in accordance with the provisions of Section 10.351 et seq. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 10.351 et seq., or a court of competent jurisdiction shall determine that such Holder is who are ultimately not so entitled to the relief provided by Section 10.351 et seq., then the right of such Holder to be paid the fair value by ESI for the ESI Shares in respect of such Holder’s Seller which they have exercised Dissent Rights, shall not be, or be reinstated as, ESI Shareholders but for the purposes of receipt of consideration shall be treated as if they had participated in this Plan of Arrangement on the same basis as a non-dissenting Shareholder and accordingly shall be entitled to receive the New ESI Shares that non-dissenting holders of ESI Shares are entitled to receive on the basis set forth in Article 3 of this Plan of Arrangement. 4.2 Each registered Exploratus Shareholder shall have the right to dissent with respect to the Arrangement in accordance with the Interim Order. The Exploratus Shares held by a Dissenting Shares under Section 10.351 et seq. Exploratus Shareholder shall cease be deemed to be cancelled and such Seller Dissenting Exploratus Shares shall be deemed to no longer be issued and outstanding as of the Effective Time. The Dissenting Exploratus Shareholder shall, at the Effective Time, cease to have been converted any rights as a Exploratus Shareholder and shall only be entitled to be paid by Exploratus (or a successor thereto) the fair value of the Exploratus Shares held by such Dissenting Exploratus Shareholder immediately prior to the Effective Time. The fair value of the Exploratus Shares shall be determined as of the close of business on the last Business Day before the day on which the Arrangement is approved by the Exploratus Shareholders at the Exploratus Meeting. Notwithstanding subsection 191(19) of the ABCA, a Dissenting Exploratus Shareholder shall not be entitled to withdraw the Exploratus Shareholder's notice of dissent in the circumstances contemplated therein. In no event shall Exploratus or New ESI be required to recognize a Dissenting Exploratus Shareholder as a New Exploratus Shareholder or a New ESI Shareholder after the Effective Time and the names of such holders shall be removed from the registers of shareholders as at the Effective Time. Exploratus Shareholders who have given a demand for payment which remains outstanding as at the Effective Time intoin accordance with the rights of dissent in respect of this Plan of Arrangement and who are ultimately not so entitled to be paid the fair value by Exploratus for the Exploratus Shares in respect of which they have exercised Dissent Rights, shall not be, or be reinstated as, Exploratus Shareholders but for the purposes of receipt of consideration shall be treated as if they had participated in this Plan of Arrangement on the same basis as a non-dissenting Exploratus Shareholder and accordingly shall have become, the right be entitled to receive the Merger ConsiderationNew Exploratus Shares and New ESI Shares that non-dissenting holders of Exploratus Shares are entitled to receive on the basis set forth in Article 3 of this Plan of Arrangement. 4.3 In addition to any other restrictions under Section 191 of the ABCA, and for greater certainty, none of the: (bi) Seller shall give prompt written notice ESI Shareholders who vote or have instructed a proxyholder to vote their ESI Shares in favor of the ESI Arrangement Resolution (but only in any event within 48 hours) to Buyer of any demands for appraisal of any shares of Seller Common Stock and any withdrawals respect of such demandsESI Shares); or (ii) Exploratus Shareholders who vote or have instructed a proxyholder to vote their Exploratus Shares in favor of the Exploratus Arrangement Resolution (but only in respect of such Exploratus Shares), and Buyer shall have the right be entitled to participate in and direct all negotiations and proceedings with respect to such demands. Seller shall not, except with the prior written consent of Buyer, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for paymentexercise Dissent Rights.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, shares 10.1 A holder of Seller Trillium Common Stock that are issued and outstanding immediately prior to the Effective Time and which are held by any Holder who is entitled to demand and properly demands appraisal of such shares of Seller Common Stock pursuant to, and who complies in all respects with, the provisions of Sections 10.351 through 10.368 of the TBOC (“Section 10.351 et seq.”) Shares and/or Trillium Class A Preference Shares (the “Seller Dissenting ShareholdersTrillium Shares”) who, in connection with the resolutions of the shareholders of Trillium approving the amalgamation (the “Amalgamation Resolution”), shall not be converted into or be exchangeable for has validly exercised the right to receive any of the consideration as specified in this Agreement dissent pursuant to applicable law (the “Seller Dissenting SharesShareholder”), but instead such Holder shall be ) in strict compliance with the provisions thereof and thereby becomes entitled to payment of receive the fair value of such Seller Dissenting his or her Trillium Shares in accordance with cash determined as of the provisions close of Section 10.351 et seq. At business on the Effective Timeday before the adoption of the Amalgamation Resolution and has not withdrawn or been deemed to have withdrawn such exercise of dissent rights, all Seller but only in respect of Trillium Shares in respect of which dissent rights are validly exercised by such holder. 10.2 Each Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Seller Dissenting Shares Shareholder shall cease to have any rights with respect thereto, except as a shareholder of Trillium (the “Trillium Shareholder”) other than the right to receive paid by Amalco the fair value of such Seller the Trillium Shares held by the Dissenting Shares Shareholder in accordance with applicable law. 10.3 Trillium Shares which are held by a Dissenting Shareholder shall not be exchanged for Stem Cell Shares at the provisions of Section 10.351 et seqEffective Time. Notwithstanding the foregoingHowever, if any such Holder shall fail a Trillium Shareholder fails to perfect or otherwise shall waive, withdraw effectively withdraws its claim under applicable law or lose the forfeits its right to appraisal under Section 10.351 et seq.make such a claim, or if such Trillium Shareholder’s rights as a court shareholder of competent jurisdiction Trillium are otherwise reinstated, each Trillium Shares held by such Trillium Shareholder shall determine that such Holder is not entitled to the relief provided by Section 10.351 et seq., then the right of such Holder to be paid the fair value of such Holder’s Seller Dissenting Shares under Section 10.351 et seq. shall cease and such Seller Dissenting Shares shall thereupon be deemed to have been converted at exchanged for a Stem Cell Share as of the Effective Time intoas if such Trillium Shareholder had participated in, and shall have becomeon the terms provided for, the right exchange referred to receive the Merger Considerationin Section 3 above. (b) Seller shall give prompt written notice (but in any event within 48 hours) to Buyer of any demands for appraisal of any shares of Seller Common Stock and any withdrawals of such demands, and Buyer shall have the right to participate in and direct all negotiations and proceedings with respect to such demands. Seller shall not, except with the prior written consent of Buyer, voluntarily make any payment with respect to, or settle, or offer or agree to settle, any such demand for payment.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement to the contrary, shares of Seller Common Stock that are issued and outstanding immediately no Person who has prior to the Effective Time and which are perfected a demand for appraisal rights pursuant to Section 17-6712 of the KGCC (a “Dissenting Shareholder”) with respect to any shares of KBI Stock held by any Holder who is entitled to demand and properly demands appraisal of such shares of Seller Common Stock pursuant to, and who complies in all respects with, the provisions of Sections 10.351 through 10.368 of the TBOC Dissenting Shareholder (“Section 10.351 et seq.”) (the “Seller Dissenting Shareholders”), shall not be converted into or be exchangeable for the right to receive any of the consideration as specified in this Agreement (the “Seller Dissenting Shares”), but instead such Holder ) shall be entitled to receive the Merger Consideration with respect to such Dissenting Shares unless and until such Dissenting Shareholder shall have effectively withdrawn (in accordance with Section 17-6712 of the KGCC) or lost such Person’s right to appraisal under the KGCC with respect to such Dissenting Shares. Unless and until a Dissenting Shareholder shall have effectively so withdrawn or lost such Dissenting Shareholder’s right to appraisal under the KGCC with respect to Dissenting Shares, such Dissenting Shareholder shall be entitled to receive only payment of the fair value of such Seller Dissenting Shares as required by Section 17-6712 of the KGCC (including any interest thereon and related costs, if any, required to be paid in accordance with Section 17-6712 of the provisions of Section 10.351 et seqKGCC). At the Effective Time, all Seller Dissenting Shares shall no longer be outstanding, shall automatically be canceled and retired and shall cease to exist, and each Holder of Seller Dissenting Shares shall cease to have any rights with respect thereto, except the right to receive the fair value of such Seller Dissenting Shares in accordance with the provisions of Section 10.351 et seq. Notwithstanding the foregoing, if any such Holder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 10.351 et seq., or a court of competent jurisdiction shall determine that such Holder is not entitled to the relief provided by Section 10.351 et seq., then the right of such Holder to be paid the fair value of such Holder’s Seller Dissenting Shares under Section 10.351 et seq. shall cease and such Seller Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive the Merger Consideration. (b) Seller KBI shall give EQBK (A) prompt written notice (but in any event within 48 hours) to Buyer of any written demands for appraisal payment of any shares of Seller Common Stock and any fair value, attempted withdrawals of such demands, and Buyer shall have any other instruments served pursuant to applicable Law that are received by KBI prior to the right Effective Time pursuant to Section 17-6712 of the KGCC relating to KBI shareholders’ appraisal rights and (B) the opportunity to participate in and direct control all negotiations and proceedings with respect to such demandsdemands for payment of fair value by KBI shareholders under Section 17-6712 of the KGCC. Seller KBI shall not, except with the prior written consent of BuyerEQBK (which shall not be unreasonably withheld, voluntarily conditioned or delayed), make any payment with respect to, or settle, or offer or agree to settle, any such demand dissent or demands for paymentpayment of fair value, offer to settle or settle any such demands. Any payment required to be made with respect to the Dissenting Shares shall be made by EQBK. From and after the Effective Time, Dissenting 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 shareholders of record prior to the Effective Time). (b) If any shareholder who holds Dissenting Shares effectively withdraws or loses (through failure to perfect or otherwise) such shareholder’s right to appraisal under the KGCC, then, as of the later of the Effective Time and the occurrence of such effective withdrawal or loss, such shareholder’s shares of KBI Stock shall no longer be Dissenting Shares and shall be automatically converted into the right to receive the Merger Consideration, as applicable, without interest, as set forth in this Article I, it being understood that surrender of the Certificate representing such Dissenting Shares shall be a prerequisite to the receipt of payment in respect of any Dissenting Shares represented thereby.