Common use of Dissenting Shareholders Clause in Contracts

Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, but only to the extent required by the NJBCA, shares of the Company Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by holders of shares of Company Common Stock who comply with all the provisions of the NJBCA concerning the right of holders of shares of Company Common Stock to dissent from the Merger and require appraisal of their shares ("Dissenting Shareholders") shall not be converted into the right to receive the Merger Consideration but shall become the right to receive such consideration as may be determined to be due such Dissenting Shareholder pursuant to the laws of the State of New Jersey; provided, however, that (i) if any Dissenting Shareholder shall subsequently withdraw his or her demand for appraisal or fail to establish or perfect or otherwise lose his or her appraisal rights as provided by applicable law, then such Dissenting Shareholder or Shareholders, as the case may be, shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon be deemed to have been converted into the right to receive, as of the Effective Time, the Merger Consideration, without interest. The Company shall give Parent (A) prompt notice of any written demands for appraisal of shares of Company Common Stock, withdrawals of demands for appraisal and any other related instruments received by the Company, and (B) the opportunity to direct all negotiations and proceedings with respect to any such demands for appraisal. The Company will not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal or settle, offer or otherwise negotiate to settle any demand.

Dissenting Shareholders. (i) Notwithstanding anything in any provision of this Agreement to the contrary, but only any shares of Company Common Stock or Preferred held by a holder who, immediately prior to the extent required by Effective Time, acting in accordance with Section 262 of Subchapter IX of the NJBCADelaware Law, (i) prior to the special meeting at which the Stockholders vote to approve the Merger (the "Special Meeting") has delivered to the Company written notice of his intention to demand payment for his shares of the Company Common Stock that are issued or Preferred if the Merger is effectuated and outstanding immediately prior (ii) has not voted in favor of the Merger, shall not have his shares of the Company Common Stock or Preferred converted into a right to receive shares of Parent Common Stock. If, however, after the Effective Time and are held by holders of shares of such holder withdraws or loses his right to demand payment for his Company Common Stock who comply with all the provisions of the NJBCA concerning the right of holders of shares of or Preferred, such Company Common Stock to dissent from or Preferred shall be treated as if they had been converted as of the Merger and require appraisal Effective Time and, as of their shares ("Dissenting Shareholders") the occurrence of such event, such holder's Company Common Stock or Preferred shall not be treated as if they had been converted as of the Effective Time into the right to receive the Merger Consideration but shall become the right to receive such consideration as may be determined to be due such Dissenting Shareholder pursuant to the laws that number of the State of New Jersey; provided, however, that (i) if any Dissenting Shareholder shall subsequently withdraw his or her demand for appraisal or fail to establish or perfect or otherwise lose his or her appraisal rights as provided by applicable law, then such Dissenting Shareholder or Shareholders, as the case may be, shall forfeit the right to appraisal of such shares of Company Parent Common Stock and such shares of Company Common Stock shall thereupon be deemed to have been converted into the right to receive, as of the Effective Time, the Merger Consideration, without interest. is set forth Section 1.6 hereof. (ii) The Company shall give Parent (Ai) prompt notice of any written demands for appraisal payment of shares of any Company Common StockStock or Preferred, withdrawals of demands for appraisal such demands, and any other related instruments that relate to such demands received by the Company, Company and (Bii) the opportunity to direct all negotiations and proceedings with respect to any such demands for appraisalappraisal under the Delaware Law. The Company will shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal of Company Common Stock or settle, Preferred or offer or otherwise negotiate to settle or settle any demandsuch demands.

Dissenting Shareholders. (a) Notwithstanding anything in this Agreement herein to the contrary, but only to the extent required by the NJBCA, shares any share of capital stock of the Company Common Stock that are issued and outstanding immediately prior to the Effective Time and are held owned by holders of shares of Company Common Stock who comply with all the provisions of the NJBCA concerning the right of holders of shares of Company Common Stock to dissent from the Merger and require appraisal of their shares ("a Dissenting Shareholders") Shareholder shall not be converted into the right to receive the Merger Consideration consideration hereunder, but shall become the right to receive such consideration as may be determined to be due such Dissenting Shareholder pursuant shall be entitled to only such payments as are provided for by the laws DGCL, which shall be paid by the Surviving Corporation. (b) Notwithstanding the provisions of the State of New Jersey; providedSECTION 1.8(a), however, that (i) if any Dissenting Shareholder shall subsequently effectively withdraw his or her demand for appraisal or fail lose (through failure to establish or perfect or otherwise lose his or her appraisal rights as provided by applicable law, then otherwise) such Dissenting Shareholder or Shareholders, as the case may be, shall forfeit the shareholder's right to appraisal of receive the payment provided for by the DGCL for such shareholder's shares of Company Common Stock and such shares capital stock of Company Common Stock shall thereupon be deemed to have been converted into the right to receiveCompany, then, as of the Effective Time, such Dissenting Shareholder's shares of capital stock of the Merger ConsiderationCompany shall automatically be converted into the right to receive only such consideration as is provided for in 262 of the DGCL, which shall be paid by Parent without interest. The interest thereon. (c) Prior to the Closing Date, the Company shall give Parent (Ai) prompt notice of any written demands for appraisal of shares of Company Common Stockby Dissenting Shareholders, withdrawals of such demands for appraisal and any other related similar instruments served pursuant to the DGCL and received by the Company, Company and (Bii) the opportunity to direct all discuss with the Company any negotiations and proceedings with respect to any such demands for appraisaland to participate with the Company in such negotiations and proceedings. The Prior to the Closing Date, the Company will shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal by Dissenting Shareholders or settle, settle or offer or otherwise negotiate to settle any demand.such demands

Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, contrary but only to the extent required by the NJBCAapplicable state law, shares of the Company Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by holders of shares of Company Common Stock who comply with all the provisions of the NJBCA applicable law concerning the right of holders of shares of Company Common Stock to dissent from the Merger and require appraisal of their shares of Common Stock ("Dissenting Shareholders") shall not be converted into the right to receive the Merger Consideration but shall become the right to receive such consideration as may be determined to be due such Dissenting Shareholder pursuant to the laws law of the State of New JerseyMissouri; provided, however, that (i) if any Dissenting Shareholder shall subsequently withdraw deliver a written withdrawal of his or her demand for appraisal (with the written approval of the Surviving Corporation, if such withdrawal is not tendered within 60 days after the Effective Time), or fail (ii) if any Dissenting Shareholder fails to establish or and perfect or otherwise lose his or her entitlement to appraisal rights as provided by applicable law, or (iii) if within 120 days of the Effective Time neither any Dissenting Shareholder nor the Surviving Corporation has filed a petition demanding a determination of the value of all shares of the Common Stock that are issued and outstanding at the Effective Time and held by Dissenting Shareholders, then such Dissenting Shareholder or Shareholders, as the case may be, shall forfeit the right to appraisal of such shares of Company Common Stock and each such shares of Company Common Stock share shall thereupon be deemed to have been converted into the right to receive, as of the Effective Time, receive the Merger Consideration, without interest, according to the terms of this Agreement. The Company shall give Parent Purchaser (A) prompt notice of any written demands for appraisal of shares of Company Common Stockappraisal, withdrawals of demands for appraisal and any other related instruments received by the Company, and (B) the opportunity to direct all negotiations and proceedings with respect to any such demands for appraisal. The Company will not, except with the prior written consent of Parent, not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Purchaser, settle or settle, offer or otherwise negotiate to settle any such demand.

Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, contrary but only to the extent required by the NJBCAapplicable state law, shares of the Company Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by holders of shares of Company Common Stock who comply with all the provisions of the NJBCA applicable law concerning the right of holders of shares of Company Common Stock to dissent from the Merger and require appraisal of their shares of Common Stock ("Dissenting Shareholders") shall not be converted into the right to receive the Merger Consideration but shall become the right to receive such consideration as may be determined to be due such Dissenting Shareholder pursuant to the laws law of the State of New JerseyMissouri; provided, however, that (i) if any Dissenting Shareholder shall subsequently withdraw deliver a written withdrawal of his or her demand for appraisal (with the written approval of the Surviving Corporation, if such withdrawal is not tendered within 60 days after the Effective Time), or fail (ii) if any Dissenting Shareholder fails to establish or and perfect or otherwise lose his or her entitlement to appraisal rights as provided by applicable law, or (iii) if within 120 days of the Effective Time neither any Dissenting Shareholder nor the Surviving Corporation has filed a petition demanding a determination of the value of all shares of the Common Stock that are issued and outstanding at the Effective Time and held by Dissenting Shareholders, then such Dissenting Shareholder or Shareholders, as the case may be, shall forfeit the right to appraisal of such shares of Company Common Stock and each such shares of Company Common Stock share shall thereupon be deemed to have been converted into the right to receive, as of the Effective Time, receive the Merger Consideration, without interest, according to the terms of this Agreement. The Company shall give Parent Purchaser (A) prompt notice of any written demands for appraisal of shares of Company Common Stockappraisal, withdrawals of demands for appraisal and any other related instruments received by the Company, and (B) the opportunity to direct all negotiations and proceedings with respect to any such demands for appraisal. The Company will not, except with the prior written consent of Parent, not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Mail-Well, settle or settle, offer or otherwise negotiate to settle any such demand.

Dissenting Shareholders. 1. Notwithstanding anything the provisions of Section 5.a. hereof, any outstanding shares of Canmax-Wyoming Common Stock held by a shareholder who shall have elected to dissent from the Merger and who shall have exercised and perfected his right to dissent with respect to such shares in this Agreement to accordance with Article 13 of the contraryWyoming Business Corporation Act (a "Dissenting Shareholder") shall not be converted into shares of Wyoming-Delaware Common Stock as a result of the Merger, but such Dissenting Shareholders shall be entitled to receive in lieu thereof only to the extent required by the NJBCAsuch consideration as shall be provided in such Article 13, except that shares of the Company Canmax-Wyoming Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by holders of shares of Company Common Stock a Dissenting Shareholder who comply with all the provisions of the NJBCA concerning the right of holders of shares of Company Common Stock shall thereafter withdraw his election to dissent from the Merger and require appraisal of their shares ("Dissenting Shareholders") shall not be converted into the or lose his right to receive dissent from the Merger Consideration but shall become the right to receive such consideration as may be determined to be due such Dissenting Shareholder pursuant to the laws of the State of New Jersey; provided, however, that (i) if any Dissenting Shareholder shall subsequently withdraw his or her demand for appraisal or fail to establish or perfect or otherwise lose his or her appraisal rights as provided by applicable law, then in such Dissenting Shareholder or Shareholders, as the case may be, Article 13 shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon be deemed to have been converted into the right to receiveconverted, as of the Effective Time, the Merger Consideration, without interest. The Company shall give Parent (A) prompt notice of any written demands for appraisal into such number of shares of Company Canmax-Wyoming Common Stock, withdrawals Stock as such holder otherwise would have been entitled to receive as a result of demands the Merger. 2. Canmax-Delaware hereby agrees that it may be served with process in the State of Wyoming in any proceeding to enforce any obligation or the rights of a Dissenting Shareholder arising from the Merger. Canmax-Delaware appoints the Secretary of State of Wyoming as its agent to accept service of process for appraisal any such proceeding and any other related instruments received a copy of such process shall be mailed by the CompanySecretary of State of the State of Wyoming to Canmax-Delaware at 000 Xxxx Xxxxxxxxx Xxxxxxx, and (B) the opportunity to direct all negotiations and proceedings with respect to any such demands for appraisal. The Company will notIrving, except with the prior written consent of ParentTexas 75039, voluntarily make any payment with respect to any demands for appraisal or settle, offer or otherwise negotiate to settle any demandAttention: Corporate Secretary.

Dissenting Shareholders. (i) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, but only to the extent required by the NJBCAany NASC Shares that, shares as of the Company Common Stock that Effective Time, are issued and outstanding immediately prior or may become entitled to the Effective Time and are held by holders of shares of Company Common Stock who comply with all the provisions exercise statutory appraisal rights under Section 1571 of the NJBCA concerning Pennsylvania Business Corporation Law (the right of holders of “Pennsylvania Law”) (such shares of Company Common Stock being referred to dissent from the Merger and require appraisal of their shares ("herein as “Dissenting Shareholders"Shares”) shall not be converted into or represent the right to receive the Merger Consideration but in accordance with Section 3, and the holder or holders of such Dissenting Shares shall become the right be entitled only to receive such consideration rights as may be determined granted to be due such Dissenting Shareholder pursuant to the laws of the State of New Jerseyholder or holders under applicable Pennsylvania Law; provided, however, that (i) if the status of any such Dissenting Shares as “dissenting shares” shall not be perfected, or if any Dissenting Shareholder shall subsequently withdraw his or her demand for appraisal or fail to establish or perfect or otherwise lose his or her appraisal rights as provided by applicable law, then such Dissenting Shareholder or Shareholders, Shares shall lose their status as the case may be, shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon be deemed to have been converted into the right to receive“dissenting shares,” then, as of the later of the Effective TimeTime or the time of the failure to perfect such status or the loss of such status, such Dissenting Shares shall automatically be converted into and shall represent only the right to receive (upon the surrender of the certificate or certificates representing such Dissenting Shares) the Merger Consideration, without interest. The Company Consideration in accordance with Section 3. (ii) NASC shall give Parent Capital (A) prompt notice of any written demands for appraisal of demand received by NASC prior to the Effective Time to require NASC to purchase shares of Company Common Stock, withdrawals capital stock of demands for appraisal NASC pursuant to Pennsylvania Law and of any other related instruments received by demand, notice or instrument delivered to NASC prior to the CompanyEffective Time pursuant to the Pennsylvania Law, and (B) the opportunity to direct participate in all negotiations and proceedings with respect to any such demands for appraisaldemand, notice or instrument. The Company will not, except with the prior written consent of Parent, voluntarily NASC shall not make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal such demand unless Capital shall have consented in writing to such payment or settle, offer or otherwise negotiate to settle any demandsettlement offer.

Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, but only to the extent required by the NJBCA, shares of the Company Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by holders of shares of Company Common Stock who comply Shares that have, as of the Effective Time, complied with all procedures necessary to assert dissenters rights in accordance with the provisions of BCL, if applicable, (collectively, the NJBCA concerning the right of holders of shares of Company Common Stock to dissent from the Merger and require appraisal of their shares ("Dissenting Shareholders") shall have such rights, if any, as they may have pursuant to Section 1930 of the BCL and such Company Common Shares shall not be converted into the right to receive the Merger Consideration or be exchangeable as provided in Section 3.1, but such holders shall become the right be entitled to receive such consideration payment as may be determined to be due to such Dissenting Shareholder holders pursuant to the laws of the State of New JerseyBCL; provided, however, that (i) if any Dissenting Shareholder such holder shall subsequently withdraw his or her demand for appraisal or fail have failed to establish or perfect or otherwise lose shall have effectively withdrawn his or her appraisal rights as provided by applicable law, then such Dissenting Shareholder or Shareholders, as the case may be, shall forfeit the right to appraisal and payment pursuant to Section 1576 of the BCL, such shares of holder shall be conclusively presumed to have approved and ratified the Merger and such holder's Company Common Stock and such shares of Company Common Stock Shares shall thereupon be deemed to have been converted into the right and to receivehave become exchangeable, as of the Effective Time, into the Merger right to receive the Consideration, without interestinterest thereon, and any dividends payable pursuant to Section 3.3, upon surrender of the Certificate or Certificates (as defined in Section 3.3) in the manner provided in Section 3.3. The Company shall give Parent (A) the ESOP prompt notice of any written demands demand for appraisal of shares of Company Common Stock, withdrawals of demands for appraisal and any other related instruments dissenters rights received by the Company, Company (and (Bshall also give the ESOP prompt notice of any withdrawals of such demands for dissenters rights) and the ESOP shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to any such demands for appraisaldemands. The Company will shall not, except with the prior written consent of Parentthe ESOP, voluntarily make any payment with respect to any demands for appraisal or settle, offer settle or otherwise negotiate or offer to settle any demandsuch demand for dissenters rights.

Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, but only to the extent required by the NJBCA, shares of the Company LinkSpot Common Stock that are or LinkSpot Preferred Stock issued and outstanding immediately prior to the Effective Time and are held by holders of shares of Company Common Stock a shareholder who comply with all the provisions has not voted in favor of the NJBCA concerning the right of holders of shares of Company Common Stock to dissent from the Merger or consented thereto in writing and require appraisal of their shares who has properly demanded dissenter's rights in accordance with MGCL ("Dissenting ShareholdersShares") ), shall not be converted into the right to receive the Merger Consideration consideration as provided in Section 2.4(c), unless and until such holder fails to perfect or withdraws or otherwise loses his right to appraisal and payment under the MGCL, but shall become from and after the Effective Time represent only the right to receive such consideration as may be determined to be due in accordance with MGCL. If, after the appraisal, any such Dissenting Shareholder pursuant holder fails to the laws of the State of New Jersey; provided, however, that (i) if any Dissenting Shareholder shall subsequently withdraw his or her demand for appraisal or fail to establish or perfect or otherwise lose withdraws or loses his or her appraisal rights as provided by applicable lawright to appraisal, then such Dissenting Shareholder or Shareholders, as the case may be, shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock Shares shall thereupon be deemed to have treated as if they had been converted as of the Effective Time into the right to receivereceive the consideration, as if any, to which such holder is entitled. LinkSpot shall give ICOA prompt notice of any demands received by LinkSpot for appraisal of shares and, prior to the Effective Time, ICOA shall have the Merger Consideration, without interest. The Company shall give Parent (A) prompt notice of any written demands for appraisal of shares of Company Common Stock, withdrawals of demands for appraisal and any other related instruments received by the Company, and (B) the opportunity right to direct participate in all negotiations and proceedings with respect to any such demands for appraisaldemands. The Company will Prior to the Effective Time, LinkSpot shall not, except with the prior written consent of ParentICOA, voluntarily make any payment payments with respect to any demands for appraisal or settle or offer to settle, offer or otherwise negotiate any such demands. Each holder of Dissenting Shares who becomes entitled to settle any demandpayment for such Dissenting Shares in accordance with MGCL shall receive payment therefor in accordance with MGCL.

Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, but only to the extent required by the NJBCAVSCA, shares of the Company Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by holders of shares of Company Common Stock shareholders who comply with all the provisions of the NJBCA VSCA concerning the right of holders of shares of Company Common Stock shareholders to dissent from the Merger and require appraisal of their shares (of Common Stock ( "Dissenting Shareholders") shall not be converted into the right to receive the Merger Consideration but shall become the right to receive such consideration as may be determined to be due such Dissenting Shareholder pursuant to the laws law of the State Commonwealth of New JerseyVirginia; provided, however, that that (i) if any Dissenting Shareholder shall subsequently withdraw deliver a written withdrawal of his or her demand for appraisal (with the written approval of the Surviving Corporation, if such withdrawal is not tendered within 60 days after the Effective Time), or fail (ii) if any Dissenting Shareholder fails to establish or and perfect or otherwise lose his or her entitlement to appraisal rights as provided by applicable law, then such Dissenting Shareholder or Shareholders, as the case may be, shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon be deemed to have been converted into the right to receive, as of the Effective Time, the applicable share of the Merger Consideration, without interest, in accordance with this Article II, and such shares shall no longer be Dissenting Shares. The Company shall give Parent (A) prompt notice of any written demands for appraisal of shares of Company Common Stockappraisal, withdrawals of demands for appraisal and any other related instruments received by Company and, after consultation with Parent, shall have the Company, and (B) the opportunity right to direct all negotiations and proceedings with respect to any such demands for appraisal. The Company will not, except with Without the prior written consent of Parent, Company will not voluntarily make any payment with respect to any demands for appraisal and will not settle or settle, offer or otherwise negotiate to settle any such demand or approve any withdrawal of any such demand.

Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, contrary but only to the extent required by the NJBCAapplicable state law, shares of the Company Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by holders of shares of Company Common Stock who comply with all the provisions of the NJBCA applicable law concerning the right of holders of shares of Company Common Stock to dissent from the Merger and require appraisal of their shares of Common Stock ("Dissenting Shareholders") shall not be converted into the right to receive the Merger Consideration but shall become the right to receive such consideration as may be determined to be due such Dissenting Shareholder pursuant to the laws law of the State of New JerseyMassachusetts; provided, however, that (i) if any Dissenting Shareholder shall subsequently withdraw deliver a written withdrawal of his or her demand for appraisal (with the written approval of the Surviving Corporation, if such withdrawal is not tendered within 60 days after the Effective Time), or fail (ii) if any Dissenting Shareholder fails to establish or and perfect or otherwise lose his or her entitlement to appraisal rights as provided by applicable law, or (iii) if within 120 days of the Effective Time neither any Dissenting Shareholder nor the Surviving Corporation has filed a petition demanding a determination of the value of all shares of the Common Stock that are issued and outstanding at the Effective Time and held by Dissenting Shareholders, then such Dissenting Shareholder or Shareholders, as the case may be, shall forfeit the right to appraisal of such shares of Company Common Stock and each such shares of Company Common Stock share shall thereupon be deemed to have been converted into the right to receive, as of the Effective Time, receive the Merger Consideration, without interest, according to the terms of this Agreement. The Company shall give Parent Purchaser (A) prompt notice of any written demands for appraisal of shares of Company Common Stockappraisal, withdrawals of demands for appraisal and any other related instruments received by the Company, and (B) the opportunity to direct all negotiations and proceedings with respect to any such demands for appraisal. The Company will not, except with the prior written consent of Parent, not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Mail-Well, settle or settle, offer or otherwise negotiate to settle any such demand.

Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, contrary but only to the extent required by the NJBCAapplicable state law, shares of the Company Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by holders of shares of Company Common Stock who comply with all the provisions of the NJBCA applicable law concerning the right of holders of shares of Company Common Stock to dissent from the Merger and require appraisal of their shares of Common Stock ("Dissenting Shareholders") shall not be converted into the right to receive the Merger Consideration but shall become the right to receive such consideration as may be determined to be due such Dissenting Shareholder pursuant to the laws law of the State of New JerseyMaryland; provided, however, that (i) if any Dissenting Shareholder shall subsequently withdraw deliver a written withdrawal of his or her demand for appraisal (with the written approval of the Surviving Corporation, if such withdrawal is not tendered within 60 days after the Effective Time), or fail (ii) if any Dissenting Shareholder fails to establish or and perfect or otherwise lose his or her entitlement to appraisal rights as provided by applicable law, or (iii) if within 120 days of the Effective Time neither any Dissenting Shareholder nor the Surviving Corporation has filed a petition demanding a determination of the value of all shares of the Common Stock that are issued and outstanding at the Effective Time and held by Dissenting Shareholders, then such Dissenting Shareholder or Shareholders, as the case may be, shall forfeit the right to appraisal of such shares of Company Common Stock and each such shares of Company Common Stock share shall thereupon be deemed to have been converted into the right to receive, as of the Effective Time, receive the Merger Consideration, without interest, according to the terms of this Agreement. The Company shall give Parent Purchaser (A) prompt notice of any written demands for appraisal of shares of Company Common Stockappraisal, withdrawals of demands for appraisal and any other related instruments received by the Company, and (B) the opportunity to direct all negotiations and proceedings with respect to any such demands for appraisal. The Company will not, except with the prior written consent of Parent, not voluntarily make any payment with respect to any demands for appraisal and will not, except with the prior written consent of Mail-Well, settle or settle, offer or otherwise negotiate to settle any such demand.

Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, but only to the extent required by the NJBCA, shares of the Company Wise Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by holders a shareholder who has not voted in favor of shares of Company Common Stock this Agreement or consented thereto in writing and who comply has properly demanded dissenter's rights in accordance with all the provisions of the NJBCA concerning the right of holders of shares of Company Common Stock to dissent from the Merger and require appraisal of their shares MGCL ("Dissenting ShareholdersShares") ), shall not be converted into the right to receive the Merger Consideration consideration as provided in Section 2.3, unless and until such holder fails to perfect or withdraws or otherwise loses his right to appraisal and payment under the MGCL, but shall become from and after the Effective Time represent only the right to receive such consideration as may be determined to be due in accordance with MGCL. If, after the appraisal, any such Dissenting Shareholder pursuant holder fails to the laws of the State of New Jersey; provided, however, that (i) if any Dissenting Shareholder shall subsequently withdraw his or her demand for appraisal or fail to establish or perfect or otherwise lose withdraws or loses his or her appraisal rights as provided by applicable lawright to appraisal, then such Dissenting Shareholder or Shareholders, as the case may be, shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock Shares shall thereupon be deemed to have treated as if they had been converted as of the Effective Time into the right to receivereceive the consideration, as if any, to which such holder is entitled. Wise shall give ICOA prompt notice of any demands received by Wise for appraisal of shares and, prior to the Effective Time, ICOA shall have the Merger Consideration, without interest. The Company shall give Parent (A) prompt notice of any written demands for appraisal of shares of Company Common Stock, withdrawals of demands for appraisal and any other related instruments received by the Company, and (B) the opportunity right to direct participate in all negotiations and proceedings with respect to any such demands for appraisaldemands. The Company will Prior to the Effective Time, Wise shall not, except with the prior written consent of ParentICOA, voluntarily make any payment payments with respect to any demands for appraisal or settle or offer to settle, offer or otherwise negotiate any such demands. Each holder of Dissenting Shares who becomes entitled to settle any demandpayment for such Dissenting Shares in accordance with MGCL shall receive payment therefor in accordance with MGCL.

Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, but only to the extent required by the NJBCA, shares of the Company Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by holders of shares of Company Common Stock who comply Shares that have, as of the Effective Time, complied with all procedures necessary to assert dissenter's rights in accordance with the provisions of TBCA, if applicable, (collectively, the NJBCA concerning the right of holders of shares of Company Common Stock to dissent from the Merger and require appraisal of their shares ("Dissenting Shareholders") shall have such rights, if any, as they may have pursuant to Articles 5.11, 5.12 and 5.13 of the TBCA and such Company Common Shares shall not be converted into the right to receive the Merger Consideration or be exchangeable as provided in Section 3.1, but such holders shall become the right be entitled to receive such consideration payment as may be determined to be due to such Dissenting Shareholder holders pursuant to the laws of the State of New JerseyTBCA; provided, however, that (i) if any Dissenting Shareholder such holder shall subsequently withdraw his or her demand for appraisal or fail have failed to establish or perfect or otherwise lose shall have effectively withdrawn his or her appraisal rights as provided by applicable law, then such Dissenting Shareholder or Shareholders, as the case may be, shall forfeit the right to appraisal and payment under the TBCA, or if pursuant to Article 5.13.B of the TBCA, the Company shall have terminated such shares holder's rights under Article 5.12 of the TBCA, such holder shall be conclusively presumed to have approved and ratified the Merger and such holder's Company Common Stock and such shares of Company Common Stock Shares shall thereupon be deemed to have been converted into the right and to receivehave become exchangeable, as of the Effective Time, into the Merger right to receive, the Consideration, without interestinterest thereon, upon surrender of the Certificate or Certificates (as defined in Section 3.3) in the manner provided in Section 3.3. The Company shall give Parent (A) LLC prompt notice of any written demands demand for appraisal of shares of Company Common Stock, withdrawals of demands for appraisal and any other related instruments dissenter's rights received by the Company, Company (and (Bshall also give LLC prompt notice of any withdrawals of such demands for dissenter's rights) and LLC shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to any such demands for appraisaldemands. The Company will shall not, except with the prior written consent of ParentLLC (which consent shall not be unreasonably withheld, voluntarily make any payment with respect to any demands for appraisal conditioned or settledelayed), offer settle or otherwise negotiate or offer to settle any demandsuch demand for dissenter's rights.

Dissenting Shareholders. Notwithstanding anything in this Agreement to the contrary, but only to the extent required by the NJBCA, shares of the Company Common Stock that are issued and outstanding immediately prior to the Effective Time and are held by holders of shares of Company Common Stock who comply with all the provisions of the NJBCA concerning the right of holders of shares of Company Common Stock to dissent from the Merger and require appraisal of their shares ("Dissenting Shareholders") shall not be converted into the right to receive the Merger Consideration but shall become the right to receive such consideration as may be determined to be due such Dissenting Shareholder pursuant to the laws of the State of New Jersey; provided, however, that (i) if any Dissenting Shareholder shall subsequently withdraw his or her demand for appraisal or fail to establish or perfect or otherwise lose his or her appraisal rights as provided by applicable law, then such Dissenting Shareholder or Shareholders, as the case may be, shall forfeit the right to appraisal of such shares of Company Common Stock and such shares of Company Common Stock shall thereupon be deemed to have been converted into the right to receive, as of the Effective Time, the Merger Consideration(x) with respect to each share of Class A Company Common Stock held by Dissenting Shareholders, $9.16426528 in cash and 0.61222732 shares of Parent Common Stock, without interest, and (y) with respect to each share of Class B Company Common Stock held by Dissenting Shareholders, $11.81417001 in cash and 0.63595483 shares of Parent Common Stock, without interest (it being understood that nothing herein shall be interpreted to give the Class B Shareholders the right to become Dissenting Shareholders without violating the Class B Voting Agreement). The Company shall give Parent (A) prompt notice of any written demands for appraisal of shares of Company Common Stock, withdrawals of demands for appraisal and any other related instruments received by the Company, and (B) the opportunity to direct all negotiations and proceedings with respect to any such demands for appraisal. The Company will not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal or settle, offer or otherwise negotiate to settle any demand.