Common use of Dissenting Shares; Appraisal Rights Clause in Contracts

Dissenting Shares; Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary, shares of Company Capital Stock that are outstanding immediately prior to the Effective Time and which are held by Stockholders who have exercised and perfected appraisal rights for such shares in accordance with the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive a portion of the Merger Consideration as described in Section 2.1. Such Stockholders shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares, unless and until such Stockholder fails to perfect or effectively withdraws or otherwise loses its appraisal rights under the DGCL. All Dissenting Shares held by Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their right to appraisal of such shares of Company Capital Stock under the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive a portion of the Merger Consideration as described in Section 2.1, without any interest thereon and less any applicable Tax withholding, upon the surrender of the certificate representing such shares of Company Capital Stock. (b) The Company shall give Parent (i) written notice within one (1) Business Day of any demands for appraisal received by the Company, withdrawals of such demands, and any other related instruments served pursuant to the DGCL and received by the Company and (ii) the opportunity to direct all negotiations and Proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal or offer to settle or settle any such demands. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.5 to pay for any Dissenting Shares shall be returned by the Exchange Agent to Parent upon demand; provided, that Parent shall remain liable to pay or cause the Surviving Corporation to pay the applicable portion of the Merger Consideration with respect to any shares of Company Capital Stock covered by the third sentence of Section 2.8(a).

Dissenting Shares; Appraisal Rights. If Stockholders are entitled to appraisal rights in connection with the Merger pursuant to Section 262 of the DGCL, any Dissenting Shares (aas defined below) Notwithstanding will not be converted into the right to receive Merger Consideration as provided in Section 2.1 hereof, but will be entitled to such rights (but only such rights) as may be determined to be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL. The Company will give Parent (i) prompt notice within one (1) Business Day of any provision written demand received by the Company for appraisal of this Agreement to the contrary, shares of Company Capital Common Stock and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to such demands. Company agrees that, except with Parent’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), it will not make any payment with respect to, or settle or offer to settle, any such demand for appraisal. If any Stockholder fails to make an effective demand for payment or otherwise loses such holder’s status as a holder of Dissenting Shares, then the appraisal right of such holder shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive such Merger Consideration to which such Stockholder would have been entitled pursuant to Section 2.1, subject to the provisions of this Agreement. “Dissenting Shares” means any shares of Common Stock that are outstanding immediately prior to the Effective Time and with respect to which are held by Stockholders who have exercised and perfected appraisal dissenters’ rights to obtain payment for such shares Dissenting Shares in accordance with the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive a portion of the Merger Consideration as described in Section 2.1. Such Stockholders shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares, unless and until such Stockholder fails to perfect or effectively withdraws or otherwise loses its appraisal rights under the DGCL. All Dissenting Shares held by Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their right to appraisal of such shares of Company Capital Stock under the DGCL shall thereupon be deemed to have been converted into duly and to have become exchangeable for, as of the Effective Time, the right to receive a portion of the Merger Consideration as described properly exercised and perfected in Section 2.1, without any interest thereon and less any applicable Tax withholding, upon the surrender of the certificate representing such shares of Company Capital Stock. (b) The Company shall give Parent (i) written notice within one (1) Business Day of any demands for appraisal received by the Company, withdrawals of such demands, and any other related instruments served pursuant to the DGCL and received by the Company and (ii) the opportunity to direct all negotiations and Proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except connection with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal or offer to settle or settle any such demands. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.5 to pay for any Dissenting Shares shall be returned by the Exchange Agent to Parent upon demand; provided, that Parent shall remain liable to pay or cause the Surviving Corporation to pay the applicable portion of the Merger Consideration with respect to any shares of Company Capital Stock covered by the third sentence of Section 2.8(a)Merger.

Dissenting Shares; Appraisal Rights. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, shares of Company Capital Stock that are outstanding immediately prior to the Effective Time and which are held by Stockholders who have exercised and perfected appraisal rights for such shares in accordance with the DGCL (collectively, the “Dissenting Shares”) Shares shall not be converted into or represent the right to receive a portion of the Merger Consideration as described in accordance with Section 2.1. Such Stockholders 2.6(b), but shall be entitled only to such rights as are granted by Section 262 of the DGCL to a holder of Dissenting Shares, unless and until such Stockholder fails to perfect or effectively withdraws or otherwise loses its appraisal rights under the DGCL. All Dissenting Shares held by Stockholders who holder shall have failed to perfect or who effectively shall have effectively withdrawn or otherwise lost their such holder’s right to appraisal of under the DGCL. If any Dissenting Shares shall lose their status as such shares of Company Capital Stock (by the holder thereof effectively withdrawing, failing to perfect, or otherwise losing such holder’s appraisal rights under the DGCL with respect to such shares), then, as of the later of the Effective Time or the date of loss of such status, such shares shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, Time into the right to receive a portion of the Merger Consideration as described in accordance with Section 2.12.6(b), without any interest thereon interest, and less any applicable Tax withholding, upon the surrender of the certificate representing such shares of Company Capital Stock. (b) shall not thereafter be deemed to be Dissenting Shares. The Company shall give Parent prompt (iand in any event within two (2) Business Days) written notice within one (1) Business Day of any demands demand or threatened demand for appraisal of shares of Company Common Stock received by the Company, withdrawals any withdrawal of any such demands, demand and any other related instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and received by the Company and (ii) Parent shall have the opportunity and right to direct participate in and control all negotiations and Proceedings proceedings with respect to such demands for appraisal under the DGCLDGCL consistent with the obligations of the Company thereunder. The Company shall not, except Except with the prior written consent of Parent, voluntarily the Company shall not make any payment with respect to any demands for appraisal to, or offer to settle or settle settle, any such demands. Any portion , or agree to do any of the Merger Consideration made available to foregoing. From and after the Exchange Agent pursuant to Section 2.5 to pay for any Effective Time, a holder of Dissenting Shares shall not be returned by entitled to exercise any of the Exchange Agent to Parent upon demand; provided, that Parent shall remain liable to pay voting rights or cause other rights of an equity owner of the Surviving Corporation to pay the applicable portion or of the Merger Consideration with respect to any shares a stockholder of Company Capital Stock covered by the third sentence of Section 2.8(a)Parent.

Dissenting Shares; Appraisal Rights. If Stockholders are entitled to appraisal rights in connection with the Merger pursuant to Section 262 of the DGCL, or if Section 2115 of the Corporations Code applies to the Company and the Stockholders are entitled to appraisal rights in connection with the Merger pursuant to Chapter 13 of the Corporations Code, any Dissenting Shares will not be converted into the right to receive a Merger Consideration as provided in Section 2.1 hereof, but will be entitled to such rights (abut only such rights) Notwithstanding as may be determined to be due with respect to such Dissenting Shares pursuant to Section 262 of the DGCL or, if applicable, Chapter 13 of the Corporations Code. The Company will give Parent prompt notice (and in any provision case, within one (1) business day) of any demand received by the Company for appraisal of shares of Capital Stock, and Parent will have the right to control all negotiations and proceedings with respect to such demand. Company agrees that, except with Parent's prior written consent, it will not voluntarily make any payment with respect to, or settle or offer to settle, any such demand for appraisal. If any Stockholder fails to make an effective demand for payment or otherwise loses his status as a holder of Dissenting Shares, then the appraisal right of such holder shall cease and such Dissenting Shares shall be deemed to have been converted at the Effective Time into, and shall have become, the right to receive such Merger Consideration to which such Stockholder would have been entitled pursuant to Section 2.1, subject to the provisions of this Agreement to the contrary, Agreement. "Dissenting Shares" means any shares of Company Capital Common Stock or Preferred Stock that are outstanding immediately prior to the Effective Time and with respect to which are held by Stockholders who have exercised and perfected appraisal dissenters' rights to obtain payment for such shares Dissenting Shares in accordance with the DGCL (collectivelyDGCL, the “Dissenting Shares”) shall not be converted into or represent the right to receive a portion if applicable, Chapter 13 of the Merger Consideration as described in Section 2.1. Such Stockholders shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting SharesCorporations Code, unless and until such Stockholder fails to perfect or effectively withdraws or otherwise loses its appraisal rights under the DGCL. All Dissenting Shares held by Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their right to appraisal of such shares of Company Capital Stock under the DGCL shall thereupon be deemed to have been converted into duly and to have become exchangeable for, as of the Effective Time, the right to receive a portion of the Merger Consideration as described properly exercised and perfected in Section 2.1, without any interest thereon and less any applicable Tax withholding, upon the surrender of the certificate representing such shares of Company Capital Stock. (b) The Company shall give Parent (i) written notice within one (1) Business Day of any demands for appraisal received by the Company, withdrawals of such demands, and any other related instruments served pursuant to the DGCL and received by the Company and (ii) the opportunity to direct all negotiations and Proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except connection with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal or offer to settle or settle any such demands. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.5 to pay for any Dissenting Shares shall be returned by the Exchange Agent to Parent upon demand; provided, that Parent shall remain liable to pay or cause the Surviving Corporation to pay the applicable portion of the Merger Consideration with respect to any shares of Company Capital Stock covered by the third sentence of Section 2.8(a)Merger.

Dissenting Shares; Appraisal Rights. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, shares of Company Capital Stock that are outstanding immediately prior to the Effective Time and which are held by Stockholders who have exercised and perfected appraisal rights for such shares in accordance with the DGCL (collectively, the “Dissenting Shares”) Shares shall not be converted into or represent the right to receive a portion of the Merger Consideration as described in accordance with Section 2.1. Such Stockholders 2.8(b), but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting SharesShares (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 under the DGCL), unless and until such Stockholder fails to perfect or effectively withdraws or otherwise loses its appraisal rights under the DGCL. All Dissenting Shares held by Stockholders who holder shall have failed to perfect or who effectively shall have effectively withdrawn or otherwise lost their such holder’s right to appraisal of under the DGCL. If any Dissenting Shares shall lose their status as such shares of Company Capital Stock (by the holder thereof effectively withdrawing, failing to perfect, or otherwise losing such holder’s appraisal rights under the DGCL with respect to such shares), then, as of the later of the Effective Time or the date of loss of such status, such shares shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, Time into the right to receive a portion of the Merger Consideration as described in accordance with Section 2.12.8(b), without any interest thereon interest, and less any applicable Tax withholding, upon the surrender of the certificate representing such shares of Company Capital Stock. (b) shall not thereafter be deemed to be Dissenting Shares. The Company shall give Parent (i) written prompt notice within one (1) Business Day of any demands demand for appraisal of shares of Company Common Stock received by the Company, withdrawals of such demands, demands and any other related documents or instruments served pursuant to the DGCL and received by the Company and (ii) relating to Section 262 of the opportunity DGCL or stockholder demands or claims thereunder. Prior to direct all negotiations and Proceedings with respect to demands for appraisal under the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands. Any portion , or agree to do any of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.5 to pay for any Dissenting Shares shall be returned by the Exchange Agent to Parent upon demand; provided, that foregoing. Parent shall remain liable have the right to pay or cause the Surviving Corporation to pay the applicable portion of the Merger Consideration participate in and direct and control all negotiations and proceedings with respect to any shares of Company Capital Stock covered by the third sentence of Section 2.8(a)such demands.

Dissenting Shares; Appraisal Rights. (a) Notwithstanding any provision other provisions of this Agreement to the contrary, any shares of Company Capital Stock that are outstanding immediately prior to the First Effective Time and which are held by Stockholders who shall have neither voted in favor of the Mergers nor consented thereto in writing and who shall have, in all respects, properly exercised and perfected a demand for and are entitled to appraisal rights for such shares in accordance with Section 262 of Delaware Law or purchase thereof under Section 1301 of the DGCL California Corporations Code, as applicable, and shall not have effectively withdrawn or lost such Person’s rights to such appraisal and payment under Delaware Law or purchase under the California Corporations Code with respect to such shares (collectively, the “Dissenting Shares”) ), shall not be converted into or represent the a right to receive a portion of the Merger Consideration as described applicable consideration for Company Capital Stock set forth in Section 2.1. Such Stockholders 1.6(b)(i) but the holder thereof shall only be entitled only to such rights as are granted provided by Delaware Law or the DGCL to a California Corporations Code, as applicable. Notwithstanding the provisions of this Section 1.6(b)(iv), if any holder of Dissenting Shares, unless and until such Stockholder fails Shares shall effectively withdraw or lose (through failure to perfect or effectively withdraws otherwise) such holder’s appraisal or otherwise loses its appraisal purchase rights under Delaware Law or the DGCL. All Dissenting Shares held by Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their right to appraisal of such shares of Company Capital Stock under the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable forCalifornia Corporations Code, as applicable, then, as of the later of the First Effective TimeTime and the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive a portion of the Merger Consideration as described in Section 2.1, without any interest thereon and less any applicable Tax withholdingreceive, upon the surrender of the certificate representing such shares shares, upon the terms set forth in this Section 1.6 and throughout this Agreement (including the indemnification and escrow provisions of this Agreement), the consideration for Company Capital Stock. (b) Stock set forth in Section 1.6(b)(i), without interest thereon. The Company shall provide to any holder of Dissenting Shares the notice and other materials required by the applicable provisions of the California Corporations Code promptly following approval of the Mergers by the Stockholders. The Paying Agent and the Company shall give (A) Parent (i) written prompt notice within one (1) Business Day of any demands written demand for appraisal received by the Company, withdrawals of such demands, and any other related instruments served pursuant to the DGCL and or payment received by the Company pursuant to the applicable provisions of Delaware Law and/or the California Corporations Code and (iiB) the opportunity to direct participate in all negotiations and Proceedings proceedings with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal or offer to settle or settle any such demands. Any portion of the Merger Consideration communication to be made available to the Exchange Agent pursuant to Section 2.5 to pay for any Dissenting Shares shall be returned by the Exchange Agent Company to Parent upon demand; provided, that Parent shall remain liable to pay or cause the Surviving Corporation to pay the applicable portion of the Merger Consideration any Stockholder with respect to such demands shall be submitted to Parent in advance and shall not be presented to any shares of Stockholder prior to the Company Capital Stock covered by the third sentence of Section 2.8(a)receiving Parent’s written consent, which shall not be unreasonably withheld, conditioned or delayed.

Dissenting Shares; Appraisal Rights. (a) Notwithstanding any provision of this Agreement to the contrary, no shares of Company Capital Stock that are outstanding immediately prior to the Effective Time and which are held by Stockholders a holder who have exercised has demanded and perfected appraisal rights for such shares in accordance with the DGCL (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive a portion Section §§ 607.1301-607.1333 of the Merger Consideration as described in Section 2.1. Such Stockholders shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares, unless FBCA and until such Stockholder fails to perfect or effectively withdraws or otherwise loses its appraisal rights under the DGCL. All Dissenting Shares held by Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their right to appraisal of such shares of Company Capital Stock under the DGCL shall thereupon be deemed to have been converted into and to have become exchangeable forwho, as of the Effective Time, has not effectively withdrawn or lost such appraisal rights (“Eligible Dissenting Shares”), shall be converted into or represent a right to receive the Merger Consideration pursuant to Section 2.9(a), but rather the holder of such shares shall only be entitled to such appraisal rights as are granted by the FBCA. From and after the date of this Agreement and through the Closing Date, the Company shall promptly, upon receipt of any of the items listed in (a)-(d) below, update Merger Corp with a detailed schedule listing (a) any notices or demands received from Company shareholders demanding or exercising appraisal rights pursuant to Section 607.1321 of the FBCA, (b) any appraisal forms received from Company shareholders, (c) any share certificates received for deposit from Company shareholders who have delivered appraisal demands, and (d) any withdrawals from Company shareholders holding Eligible Dissenting Shares, and Merger Corp shall have the opportunity and right to participate in and direct all negotiations and proceedings with respect to such demands. Except with the prior written consent of Merger Corp, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands. (b) Notwithstanding the foregoing, if any holder of Eligible Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) its appraisal rights, then, as of the later of the Effective Time or the occurrence of such event, such holder’s shares shall automatically be converted into and represent only the right to receive a portion of the Merger Consideration as described in Section 2.1accordance with this Article 2, without any interest thereon and less any applicable Tax withholdingthereon, upon the surrender of the certificate representing such shares of Company Capital StockStock in the manner provided in Section 3.2. (b) The Company shall give Parent (i) written notice within one (1) Business Day of any demands for appraisal received by the Company, withdrawals of such demands, and any other related instruments served pursuant to the DGCL and received by the Company and (ii) the opportunity to direct all negotiations and Proceedings with respect to demands for appraisal under the DGCL. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal or offer to settle or settle any such demands. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.5 to pay for any Dissenting Shares shall be returned by the Exchange Agent to Parent upon demand; provided, that Parent shall remain liable to pay or cause the Surviving Corporation to pay the applicable portion of the Merger Consideration with respect to any shares of Company Capital Stock covered by the third sentence of Section 2.8(a).

Dissenting Shares; Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary, shares of Company Capital Common Stock that are issued and outstanding immediately prior to the Effective Time and which that are held by Stockholders any holder who have exercised is entitled to demand and perfected properly demands appraisal rights for of such shares pursuant to, and who complies in accordance with all respects with, the provisions of Section 262 of the DGCL (collectively, the any such shares being referred to herein as “Dissenting Shares”) shall not be converted into or represent the right to receive a portion of the Merger Consideration as described provided in Section 2.12.6(b). Such Stockholders Holders of Dissenting Shares shall be entitled only to receive payment of the fair value of such rights shares as are granted by shall be determined in accordance with the DGCL to a provisions of Section 262 of the DGCL. If, after the Effective Time, any such holder of Dissenting Shares, unless and until such Stockholder fails to perfect or effectively waives, withdraws or otherwise loses its appraisal rights under the DGCL. All Dissenting Shares held by Stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their right to appraisal under Section 262 of the DGCL, then the right of such shares holder to be paid the fair value of Company Capital Stock such holder’s Dissenting Shares under Section 262 of the DGCL shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into and to have become exchangeable forbecome, as of the Effective Time, the right to receive a the applicable portion of the Merger Consideration as described in accordance with Section 2.12.6(b), payable without any interest thereon and less any applicable Tax withholdinginterest, upon the surrender of the certificate representing such shares of Company Capital Stock. (b) in accordance with this Agreement. The Company shall give Parent (i) written prompt notice within one (1) Business Day of any notice or demand for appraisal or payment for shares of Company Common Stock or withdrawals of demands for appraisal received by the Company, withdrawals of such demands, and any other related instruments served pursuant to Section 262 of the DGCL and received by the Company and (ii) the opportunity to participate in and direct all negotiations and Proceedings proceedings with respect to demands for appraisal under the DGCLany such demand or notices. The Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal to, or settle, offer to settle or settle otherwise negotiate any such demands. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.5 to pay for any Dissenting Shares shall be returned by the Exchange Agent to Parent upon demand; provided, that Parent shall remain liable to pay or cause the Surviving Corporation to pay the applicable portion of the Merger Consideration with respect to any shares of Company Capital Stock covered by the third sentence of Section 2.8(a).

Dissenting Shares; Appraisal Rights. (a) Notwithstanding any provision of this Agreement anything to the contrarycontrary contained in this Agreement, shares of Company Capital Stock that are outstanding immediately prior to the Effective Time and which are held by Stockholders who have exercised and perfected appraisal rights for such shares in accordance with the DGCL (collectively, the “Dissenting Shares”) Shares shall not be converted into or represent the right to receive a portion of the Merger Consideration as described in accordance with Section 2.1. Such Stockholders 2.6(b), but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting SharesShares (and at the Effective Time, such Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and such holder shall cease to have any rights with respect thereto, except the rights set forth in Section 262 under the DGCL), unless and until such Stockholder fails to perfect or effectively withdraws or otherwise loses its appraisal rights under the DGCL. All Dissenting Shares held by Stockholders who holder shall have failed to perfect or who effectively shall have effectively withdrawn or otherwise lost their such holder’s right to appraisal of under the DGCL. If any Dissenting Shares shall lose their status as such shares of Company Capital Stock (by the holder thereof effectively withdrawing, failing to perfect, or otherwise losing such holder’s appraisal rights under the DGCL with respect to such shares), then, as of the later of the Effective Time or the date of loss of such status, such shares shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, Time into the right to receive a portion of the Merger Consideration as described in accordance with Section 2.12.6(b), without any interest thereon interest, and less any applicable Tax withholding, upon the surrender of the certificate representing such shares of Company Capital Stock. (b) shall not thereafter be deemed to be Dissenting Shares. The Company shall give Parent (i) written prompt notice within one (1) Business Day of any demands demand for appraisal of shares of Company Common Stock received by the Company, withdrawals of such demands, demands and any other related documents or instruments served pursuant to the DGCL and received by the Company and (ii) relating to Section 262 of the opportunity DGCL or stockholder demands or claims thereunder. Prior to direct all negotiations and Proceedings with respect to demands for appraisal under the DGCL. The Effective Time, the Company shall not, except with without the prior written consent of Parent, voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle or settle settle, any such demands. Any portion , or agree to do any of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.5 to pay for any Dissenting Shares shall be returned by the Exchange Agent to Parent upon demand; provided, that foregoing. Parent shall remain liable have the right to pay or cause the Surviving Corporation to pay the applicable portion of the Merger Consideration participate in and direct and control all negotiations and proceedings with respect to any shares of Company Capital Stock covered by the third sentence of Section 2.8(a)such demands.

Dissenting Shares; Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary, shares of Company Capital Stock that are outstanding immediately prior to the Effective Time and which are held Shares (other than Shares cancelled in accordance with Section 2.05(a)) owned by Stockholders holders who have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly exercised and perfected appraisal rights for of such shares Shares pursuant to and in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive a portion of the Per Share Merger Consideration as described provided in Section 2.12.05(b). Such Stockholders Holders of Dissenting Shares shall be entitled to receive only to such the payment and rights as are granted by the DGCL to a holder Section 262 of Dissenting Shares, unless and until such Stockholder fails to perfect or effectively withdraws or otherwise loses its appraisal rights under the DGCL. All Dissenting Shares held by Stockholders who shall have failed If, after the Effective Time, any such holder fails to properly perfect or who otherwise effectively shall have withdrawn waives, withdraws or lost their loses the right to appraisal under Section 262 of the DGCL, then the right of such shares holder to be paid the fair value of Company Capital Stock such holder’s Dissenting Shares under Section 262 of the DGCL shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into and to have become exchangeable forinto, as of the Effective Time, the right to receive a portion of the Per Share Merger Consideration as described in Section 2.1for each Share formerly represented thereby, without any interest thereon and less any applicable required Tax withholdingwithholding as provided in Section 3.01(h), upon the surrender of the certificate Certificate representing such shares Shares, other reasonable steps with respect to Book-Entry Shares or delivery of Company Capital Stock. (b) an “agent’s message”, as applicable, in accordance with Section 3.01. The Company shall give Parent (i) prompt written notice within one (1) Business Day of any demands notice or demand for appraisal or payment for Shares received by the CompanyCompany prior to the Effective Time, withdrawals any withdrawal of any such demands, demand and any other related instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and received by the Company and (ii) shall give Parent the opportunity to direct participate in any and all negotiations and Proceedings actions with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal or offer to settle settle, or settle settle, any such demands. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.5 to pay for any Dissenting Shares shall be returned by the Exchange Agent to Parent upon demand; provided, that Parent shall remain liable to pay or cause the Surviving Corporation to pay the applicable portion of the Merger Consideration with respect to any shares of Company Capital Stock covered by the third sentence of Section 2.8(a).

Dissenting Shares; Appraisal Rights. (a) Notwithstanding any provision of anything in this Agreement to the contrary, shares of Company Capital Stock that are outstanding immediately prior to the Effective Time and which are held Shares (other than Shares cancelled in accordance with Section 2.6(b)) owned by Stockholders holders who have neither voted in favor of the Merger nor consented thereto in writing and who shall have properly exercised and perfected appraisal rights for of such shares Shares pursuant to and in accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, the “Dissenting Shares”) shall not be converted into or represent the right to receive a portion of the Per Share Merger Consideration as described provided in Section 2.12.6(c). Such Stockholders Holders of Dissenting Shares shall be entitled to receive only to such the payment and rights as are granted by the DGCL to a holder Section 262 of Dissenting Shares, unless and until such Stockholder fails to perfect or effectively withdraws or otherwise loses its appraisal rights under the DGCL. All Dissenting Shares held by Stockholders who shall have failed If, after the Effective Time, any such holder fails to properly perfect or who otherwise effectively shall have withdrawn waives, withdraws or lost their loses the right to appraisal under Section 262 of the DGCL, then the right of such shares holder to be paid the fair value of Company Capital Stock such holder’s Dissenting Shares under Section 262 of the DGCL shall cease and such Dissenting Shares shall thereupon be deemed to have been converted into and to have become exchangeable forinto, as of the Effective Time, the right to receive a portion of the Per Share Merger Consideration as described in Section 2.1for each Share formerly represented thereby, without any interest thereon and less any applicable required Tax withholdingwithholding as provided in Section 2.7(k), upon the surrender of the certificate Certificate representing such shares Shares, other reasonable steps with respect to Non-DTC Book-Entry Shares or delivery of Company Capital Stock. (b) an “agent’s message”, as applicable, in accordance with Section 2.7. The Company shall give Parent (i) prompt written notice within one (1) Business Day of any demands notice or demand for appraisal or payment for Shares received by the CompanyCompany prior to the Effective Time, withdrawals any withdrawal of any such demands, demand and any other related instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL that relates to such demand, and received by the Company and (ii) shall give Parent the opportunity to direct participate in any and all negotiations and Proceedings Actions with respect to demands for appraisal under the DGCLsuch demands. The Company shall not, except with the prior written consent of Parent, voluntarily make any payment with respect to any such demands for appraisal or offer to settle settle, or settle settle, any such demands. Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.5 to pay for any Dissenting Shares shall be returned by the Exchange Agent to Parent upon demand; provided, that Parent shall remain liable to pay or cause the Surviving Corporation to pay the applicable portion of the Merger Consideration with respect to any shares of Company Capital Stock covered by the third sentence of Section 2.8(a).