Common use of Dissenting Shares Clause in Contracts

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarycontrary herein, Shares outstanding immediately prior to the Effective Time and any shares of BIZ Stock held by a holder who has not voted demanded and perfected such holder's right for appraisal of such shares in favor accordance with applicable law and who, as of the Merger Effective Time, has not effectively withdrawn or consented thereto in writing and who has complied with Section 262 of the DGCL lost such right to appraisal (“"Dissenting Shares”) "), if any, shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares Litronic Common Stock but shall be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall instead be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant consideration as may be determined to Section 2.2. (b) The Company be due with respect to such Dissenting Shares. BIZ shall give Parent (i) Litronic prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and demand received by the Company relating BIZ to rights require BIZ to purchase shares of appraisal Common Stock of BIZ, and (ii) the opportunity to Litronic and BIZ shall mutually direct and participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demand. Except BIZ agrees that, except with the prior written consent of ParentLitronic, the Company shall or as required under applicable law, it will not voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands purchase demand. Each holder of Dissenting Shares ("Dissenting Stockholder") who becomes entitled to payment of the fair value for appraisalshares of BIZ Stock shall receive payment therefor (but only after the value therefor has been agreed upon or finally determined pursuant to such provisions). If, after the Effective Time, any Dissenting Shares shall lose their status as Dissenting Shares, Litronic shall issue and deliver, upon surrender by such stockholder of a certificate or certificates representing shares of BIZ Stock, the shares of Litronic Common Stock to which such stockholder would otherwise be entitled under Section 2.6.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and of capital stock of Radius held by a holder stockholders of Radius who has not voted have properly exercised and preserved appraisal rights with respect to those shares in favor of the Merger or consented thereto in writing and who has complied accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into or represent a right to receive shares of MPMAC Common Stock or MPMAC Preferred Stock, as applicable, pursuant to Section 2.2 above, but the Merger Considerationholders thereof shall be entitled only to such rights as are granted by Section 262 of the DGCL. Each holder of Dissenting Shares who becomes entitled to payment for such shares pursuant to Section 262 of the DGCL shall receive payment therefor from the Surviving Company in accordance with such laws; provided, unless however, that if any such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled have effectively withdrawn such holder’s demand for appraisal of such shares or lost such holder’s right to receive appraisal and payment of the appraised value of such Shares held by such holder in accordance with shares under Section 262 of the DGCL, unlesssuch holder or holders (as the case may be) shall forfeit the right to appraisal of such shares and each such share shall thereupon be deemed to have been cancelled, after extinguished and exchanged, as of the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Considerationfrom MPMAC shares of MPMAC Common Stock or MPMAC Preferred Stock, without interest thereonas applicable, upon surrender as provided in Section 2.2 above. Any payments in respect of the Certificate or Certificates representing such Dissenting Shares pursuant to Section 2.2. (b) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received will be deemed made by the Company relating to rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisalSurviving Company.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with is entitled to demand and properly demands appraisal of such Shares pursuant to Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a the right to receive the Merger Consideration, unless and until such holder fails shall have failed to perfect perfect, or shall have effectively withdrawn or lost, such holder waives, withdraws or otherwise loses his or her holder’s right to appraisalappraisal under the DGCL. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder treated in accordance with Section 262 of the DGCL, unless, after the Effective Time, . If any such holder fails to perfect or such holder waives, properly withdraws or otherwise loses any such holder’s right to appraisal, in which case each such Shares Share of such holder shall thereupon be converted into and represent become exchangeable only for the right to receive receive, as of the later of the Effective Time and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Consideration in accordance with Section 2.2. (b) 2.1(a). The Company shall give Parent (i) serve prompt notice to Parent of any written demands for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal to appraisal, and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Except with The Company shall not, without the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal or to, settle or offer to settle settle, or approve any withdrawal of any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, Shares shares of Common Stock that are outstanding immediately prior to the Effective Time and which are held by a holder stockholders who has shall have not voted in favor of consented to the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into have properly delivered a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value written demand for appraisal of such Shares held by such holder shares in accordance with Section 262 of the DGCL and shall not have failed to perfect or shall not have effectively withdrawn such demand or otherwise lost their appraisal rights (the "Dissenting Shares") shall not be converted into or represent the right to receive Cash Consideration. Such stockholders shall be entitled to have such shares of Common Stock held by them appraised in accordance with the provisions of Section 262 of the DGCL, unlessexcept that all Dissenting Shares held by stockholders who shall have failed to perfect or shall have effectively withdrawn or otherwise lost their right to appraisal of such shares of Common Stock under such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable for, after as of the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Considerationreceive, without any interest thereon, the Cash Consideration therefor, upon surrender in accordance with Section 2.08(b) of the Stock Certificate or Stock Certificates representing that formerly evidenced such Shares pursuant to Section 2.2shares of Common Stock. (b) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Sharesreceived by the Company, attempted withdrawals of such demands for appraisal, and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except The Company will not, except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal or settle appraisal, or offer to settle settle, or settle, any such demands demand for appraisalappraisal rights.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarySection 3.03, Shares shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock canceled in accordance with Section 3.03(b)) and held by a holder who has not voted properly exercised appraisal rights of such shares in favor of the Merger or consented thereto in writing and who has complied accordance with Section 262 of Delaware Law (such shares being referred to collectively as the DGCL (“Dissenting Shares”” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under Delaware Law with respect to such shares) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares Consideration but instead shall be entitled to receive payment of the appraised value of such Shares held by such holder shares in accordance with Section 262 of the DGCL, unlessDelaware Law; provided that if, after the Effective Time, such holder fails to perfect or such holder waivesperfect, properly withdraws or otherwise loses such holder’s right to appraisal, in which case pursuant to Section 262 of Delaware Law or if a court of competent jurisdiction shall determine that such Shares holder is not entitled to the relief provided by Section 262 of Delaware Law, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Merger ConsiderationConsideration in accordance with Section 3.03(a), without interest thereon, upon surrender of the such Certificate or Certificates formerly representing such Shares pursuant to Section 2.2. (b) share or transfer of such Uncertificated Share, as the case may be. The Company shall give provide Parent (i) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to rights of appraisal the Company prior to the Effective Time pursuant to Delaware Law that relates to such demand, and (ii) Parent shall have the opportunity and right to direct participate in all negotiations and proceedings Proceedings with respect to demands for appraisal under the DGCLsuch demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal or settle to, or offer to settle or settle, any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has not voted properly demanded appraisal for such Shares in favor of the Merger or consented thereto in writing accordance with, and who has complied with complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”) shall will not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender and will instead represent the right to receive only the payment provided by Section 262 of the Certificate DGCL. If any such holder fails to perfect or Certificates representing otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares pursuant will cease and such Dissenting Shares will be deemed to Section 2.2. (b) have been converted, as of the Effective Time, into and will be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Shares. The Company shall will give Parent (i) prompt notice of any written demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of appraisal Dissenting Shares, and (ii) Parent will have the opportunity right to participate in and direct all negotiations and proceedings Proceedings with respect to demands for appraisal under the DGCLsuch demands. Except The Company will not, except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal to, or settle or compromise or offer to settle or compromise, any such demands for appraisaldemands, or approve any withdrawal of any such demands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has not shall have neither voted in favor of the Merger or nor consented thereto in writing and who has complied shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the DGCL (“"Dissenting Shares”") shall not be converted into a into, or represent the right to receive receive, the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by such holder them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without any interest thereon, upon surrender surrender, in the manner provided in Section 3.09, of the Certificate certificate or Certificates representing certificates that formerly evidenced such Shares pursuant to Section 2.2Shares. (b) The Company shall give Parent CRI (i) prompt notice of any written demands for appraisal of any Sharesreceived by the Company, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL Delaware Law and received by the Company relating to rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLDelaware Law. Except The Company shall not, except with the prior written consent of ParentCRI, the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle or settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his his, her or her its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights shall not have any rights of a stockholder of the Company or the Surviving Corporation with respect to such Shares, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s his, her or its right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate Certificates or Certificates representing such Shares Book-Entry Shares, pursuant to Section 2.2. (b) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies of any Shares, such demands) and attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to direct participate in the conduct of all negotiations and proceedings with respect to demands for appraisal under the DGCLappraisal. Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, any Shares outstanding immediately prior as to which the holder thereof has demanded appraisal with respect to the Effective Time and held by a holder who has not voted Merger in favor of the Merger or consented thereto in writing and who has complied accordance with Section 262 of the DGCL and as of the Effective Time has neither effectively withdrawn nor lost his right to such appraisal (the “Dissenting Shares”) shall not be converted into or represent a right to receive cash pursuant to Section 2.01, but the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares thereof shall be entitled to receive payment of the appraised value of only such Shares held rights as are granted by such holder in accordance with Section 262 of the DGCL. (b) Notwithstanding the provisions of Section 2.03(a), unless, after if any holder of Shares who demands appraisal of his Shares under the Effective Time, such holder fails DGCL effectively withdraws or loses (through failure to perfect or such holder waives, properly withdraws or otherwise loses otherwise) such holder’s right to appraisal, in which case then as of the Effective Time or the occurrence of such event, whichever later occurs, such holder’s Shares shall automatically be converted into and represent only the right to receive the Merger ConsiderationConsideration as provided in Section 2.01(c), without interest thereoninterest, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.22.02. (bc) The Company shall give Parent (i) prompt notice of any written demands for appraisal or payment of the fair value of any Shares, attempted withdrawals of such demands demands, and any other instruments served on the Company pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of Parent, Parent the Company shall not voluntarily make any payment with respect to any demands for appraisal or appraisal, settle or offer to settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his his, her or her its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights shall not have any rights of a stockholder of the Company or the Surviving Corporation with respect to such Shares, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s his, her or its right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares Certificates, pursuant to Section 2.2. (b) The Company shall give Parent (i) prompt written notice of any written demands for appraisal (including copies of any Sharessuch demands), attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal appraisal; and (ii) the opportunity to direct participate in the conduct of all negotiations and proceedings with respect to demands for appraisal under the DGCLappraisal. Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has complied with all of the relevant provisions of Section 262 of the DGCL or any successor provision (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waivesperfect, withdraws or otherwise loses his or her such holder’s right to appraisalappraisal in accordance with Section 262 of the DGCL. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares Common Stock held by such holder in accordance with the provisions of Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisalappraisal in accordance with Section 262 of the DGCL, in which case such Shares Common Stock shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, and subject to deduction for any required withholding taxes, upon surrender of the Certificate or Certificates representing such Shares shares of Common Stock pursuant to Section 2.23.2. (b) (i) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any SharesCommon Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisalappraisal or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL with respect to such Shares (the “Dissenting Shares”) shall will not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his his, her or her its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights will not have any rights of a stockholder of the Company or the Surviving Corporation with respect to such Shares, except those provided in accordance with Section 262 of the DGCL. A holder of Dissenting Shares shall will be entitled to receive payment of the appraised value of such Shares held by such holder him, her or it in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s his, her or its right to appraisal, in which case such Shares shall will be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate Certificates or Certificates representing such Shares pursuant to Book-Entry Shares, in accordance with Section 2.2. (b) The Company shall will give Parent (i) prompt written notice of any written demands for appraisal (including copies of any Sharessuch demands), attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and communications received by the Company relating to rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLappraisal. Except with the prior written consent of Parent, the Company shall will not voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to ----------------- the contrary, Shares outstanding immediately prior to before the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied demanded appraisal for such Shares in accordance with Section 262 of the DGCL (“Dissenting Shares”"DISSENTING SHARES") shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder him or her in accordance with the provisions of Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s his or her right to appraisal, in which case such Shares shall be treated as if they had been converted as of the Effective Time into and represent only the a right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) . The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and Shares received by the Company relating to rights of appraisal and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demands. Except with The Company shall not, without the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal to, or settle or settle, offer to settle or otherwise negotiate, any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has not shall have neither voted in favor of the Merger or nor consented thereto in writing and who has complied shall have demanded appraisal for such Shares in accordance with Section 262 of the DGCL (“collectively, the "Dissenting Shares”") shall not be cancelled or converted into a into, or represent the right to receive receive, the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares Such stockholders shall be entitled to receive receive, subject to and net of any applicable withholding of Taxes, payment of the appraised value of such Shares held by such holder them in accordance with the provisions of Section 262 of the DGCL, unlessexcept that all Dissenting Shares held by stockholders who shall have failed to perfect or who shall have effectively withdrawn or lost their rights to appraisal of such Shares under Section 262 of the DGCL shall thereupon be deemed to have been converted into, after and to have become exchangeable for, as of the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without any interest thereon, upon surrender surrender, in the manner provided in Section 2.9, of the Certificate certificate or Certificates representing certificates that formerly evidenced such Shares pursuant to Section 2.2Shares. (b) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Sharesreceived by the Company, attempted withdrawals of such demands demands, and any other instruments served on or otherwise received by the Company pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) following acceptance of the Shares for payment pursuant to the Offer, the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except The Company shall not, except with the prior written consent of Parent, the Company Parent (which shall not be unreasonably delayed or withheld), make any payment with respect to any demands for appraisal or settle or offer to settle or settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and which are held by a holder stockholders who has shall have not voted in favor of the Merger or consented thereto in writing and who has complied shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the DGCL (“"Dissenting Shares”") shall not be converted into a or represent the right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by such holder them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without any interest thereon, upon surrender surrender, in the manner provided in Section 2.10, of the Certificate certificate or Certificates representing certificates that formerly evidenced such Shares pursuant to Section 2.2Shares. (b) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Sharesreceived by the Company, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL Delaware Law and received by the Company relating to rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLDelaware Law. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle or settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares which are outstanding immediately prior to the Effective Time and which are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied demanded appraisal for such Shares in accordance with Section 262 of the DGCL (“"Dissenting Shares”") shall not be converted into a right to receive the Merger ConsiderationConsideration pursuant to Section Section 2.7, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder but the holders of Dissenting Shares shall instead be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with consideration as shall be determined pursuant to Section 262 of the DGCL; provided, unlesshowever, after the Effective Time, that if any such holder fails shall have failed to perfect or such holder waives, properly withdraws shall withdraw or otherwise loses lose such holder’s 's right to appraisalof appraisal and payment under the DGCL, in which case such holder's Shares shall be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing as provided in Section Section 2.7 and such Shares pursuant to Section 2.2. (b) shall no longer be Dissenting Shares. The Company shall give Parent (i) and Purchaser prompt notice of any written demands received by the Company for appraisal of any Shares, attempted and of any withdrawals of such demands and for appraisal, or of any other instruments served pursuant to Section 262 of the DGCL and received by the Company relating Company. Prior to rights of appraisal the Effective Time, Parent and (ii) Purchaser shall have the opportunity right to direct participate in all negotiations and proceedings with respect to such demands for appraisal under appraisal. Prior to the DGCL. Except Effective Time, the Company shall not, except with the prior written consent of ParentParent and Purchaser, the Company shall not make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisaldemands. Each holder of Dissenting Shares shall have only such rights and remedies as are granted to such holder under Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement Any Dissenting Shares shall be converted into the right to receive such consideration as may be determined to be due with respect to each such Dissenting Share pursuant to Subchapter D of Title 15 of the contraryPBCL; provided, however, that Dissenting Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCL, unlessshall, after the Effective TimeTime of the Merger, such holder fails to perfect withdraw his demand for appraisal or such holder waiveslose his right of appraisal as provided in Subchapter D of Title 15 of the PBCL, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted deemed to be converted, as of the Effective Time of the Merger, into and represent only the right to receive such holder’s Pro Rata Portion of the Merger Consideration, without interest thereon, upon surrender of Consideration in accordance with the Certificate or Certificates representing such Shares pursuant to procedures specified in Section 2.2. (b) 2.3(a). The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Sharesappraisal, attempted withdrawals of such demands for appraisal and any other instruments served pursuant to Subchapter D of Title 15 of the DGCL and PBCL received by the Company relating to rights of appraisal Company, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLSubchapter D of Title 15 of PBCL. Except with the prior written consent of Parent, the The Company shall will not voluntarily make any payment with respect to any demands for appraisal or and will not, except with the prior written consent of Parent, settle or offer to settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to before the Effective Time and that are held by a holder stockholders who has have not voted in favor of the Merger or consented thereto in writing and who has complied have properly exercised appraisal rights with respect thereto in accordance with Section 262 of the DGCL (“Dissenting Shares”) insofar as such Section is applicable to the Merger and provides for appraisal rights with respect to it), shall not be converted into a the right to receive the Merger ConsiderationConsideration as provided in Section 2.8 hereof, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such shares will entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; PROVIDED, HOWEVER, that if such holder fails to perfect or effectively withdraws such holder waives, withdraws or otherwise loses his or her holder's right to appraisal. A holder of Dissenting Shares shall be entitled to receive appraisal and payment of the appraised value of such Shares held by such holder in accordance with Section 262 of under the DGCL, unlesseach of such shares shall thereupon be deemed to have been converted, after at the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to in the manner provided in Section 2.2. (b) 2.8 hereof. The Company shall will give Parent (ia) prompt notice of any written demands (or withdrawals of demands) for appraisal received by the Company pursuant to the applicable provisions of any Shares, attempted withdrawals of such demands the DGCL and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (iib) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except The Company will not, except with the prior written consent of Parent, the Company shall not make any payment with respect to any such demands for appraisal or settle or offer to settle settle, or settle, any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in this ----------------- Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“"Dissenting Shares”") shall not be converted into a right to receive the Merger ----------------- Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder him or her in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s his or her right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to direct participate in the conduct of all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder No Person who has not voted in favor validly exercised such Person’s rights to dissent from the Merger pursuant to Section 238 of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares Cayman Companies Law shall be entitled to receive payment of the appraised value of such Per Share Merger Consideration with respect to Company T Shares held owned by such holder in accordance with Section 262 of the DGCL, unless, after the Effective Time, Person (“Dissenters Shares”) unless and until such holder fails Person shall have effectively withdrawn or lost such Person’s rights to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive dissent from the Merger Considerationunder the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, without interest thereonor loses its rights to, upon surrender of dissent from the Certificate or Certificates representing such Shares Merger pursuant to Section 2.2. (b) The 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Parent Company Y (i) prompt notice copies of notices of objection, notices of dissent, any written demands for appraisal of any Sharesappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and applicable Law that are received by the Company T relating to Company T shareholders’ rights of appraisal to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demands demand for appraisal under the DGCLCayman Companies Law. Except Company T shall not, except with the prior written consent of ParentCompany Y, the Company shall not voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal or appraisal, offer to settle or offer to settle any such demands for appraisalor approve any withdrawal of any such demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a holder stockholders who has shall not have voted in favor of the Merger or consented thereto in writing to adopt this Agreement and who has complied properly demand appraisal for such Shares in accordance with Section 262 of the DGCL Corporation Law (the “Dissenting Shares”) shall not be converted into a or be exchangeable for the right to receive the Merger Consideration, but shall be converted into the right to receive such consideration as may be determined to be due to holders of Dissenting Shares pursuant to Section 262 of the Corporation Law, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right rights to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCL, unlessIf, after the Effective Time, such a holder of Dissenting Shares fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s his right to appraisal, in which case such Dissenting Shares shall thereupon be converted deemed to have been converted, at the Effective Time, into and represent only the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) . The Company shall give Parent and Merger Sub (ia) prompt written notice (but in any event within forty-eight (48) hours) of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL Corporation Law and received by the Company relating to rights to be paid the “fair value” of appraisal Dissenting Shares, as provided in Section 262 of the Corporation Law and (iib) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLCorporation Law. Except The Company shall not, except with the prior written consent of Parent, the Company shall not voluntarily make or agree to make any payment with respect to any demands for appraisal or appraisals of capital stock of the Company, offer to settle or offer to settle any such demands for appraisalor approve any withdrawal of any such demands except to the extent required by applicable law.

Dissenting Shares. (a) Notwithstanding anything in this ----------------- Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of the DGCL Delaware Law (“collectively, the "Dissenting Shares”") shall not be converted into a right to receive the Merger Consideration, Per Share Amount unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisalappraisal under the Delaware Law. A holder of Dissenting Shares Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCLDelaware Law, unless, after the Effective Time, such holder fails except all Dissenting Shares held by stockholders who have failed to perfect or such holder waives, properly withdraws who effectively shall have withdrawn or otherwise loses such holder’s lost their right to appraisal, in which case appraisal of such Dissenting Shares shall be deemed to have been converted as of the Effective Time into and represent only the a right to receive the Merger Consideration, Per Share Amount without interest thereon, upon surrender surrender, in the manner provided in Section 3.02 hereof, of the Certificate or Certificates representing certificate(s) that formerly evidenced such Shares pursuant to Section 2.2. (b) Shares. The Company shall give provide Parent (i) prompt notice of and copies of any written demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL Delaware Law and received by the Company relating to rights of appraisal and and, (ii) prior to the opportunity Effective Time, the right to direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. Except Effective Time, the Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, Shares that are outstanding immediately prior to the Effective Time and that are held by a holder any stockholder who has is entitled to demand and properly demands (and does not voted in favor timely withdraw such demand) appraisal of such Shares (the Merger or consented thereto in writing "DISSENTING SHARES") pursuant to, and who has complied with complies in all respects with, the provisions of Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a into, or represent the right to receive receive, the Merger Consideration, unless . Any such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares stockholder shall instead be entitled to receive payment of the appraised fair value of such stockholder's Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; PROVIDED, HOWEVER, that all Dissenting Shares held by such holder any stockholder who shall have failed to perfect or who otherwise shall have withdrawn, in accordance with Section 262 of the DGCL, unlessor lost such stockholder's rights to appraisal of such Shares under Section 262 of the DGCL shall thereupon be deemed to have been converted into, after and to have become exchangeable for, as of the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates representing that formerly evidenced such Shares pursuant to in the manner provided in Section 2.22.02(b) and (c), as applicable. (b) The Company shall give Parent (i) prompt notice of any written demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment or agree to make any payment with respect to any demands for appraisal or settle or offer to settle or settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied complies with Section 262 of the DGCL (“the "Dissenting Shares”") shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his his, her or her its right to appraisal. From and after the Effective Time, a stockholder who has properly exercised such appraisal rights shall not have any rights of a stockholder of the Company or the Surviving Corporation with respect to such Shares, except those provided under Section 262 of the DGCL. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder him or her in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s his, her or its right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to direct participate in the conduct of all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarySection 2.03, Shares shares of Company Common Stock issued and outstanding immediately prior to the Effective Time and held owned by a holder or beneficial owner who has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing writing, who is entitled to appraisal and who has complied properly exercised appraisal rights for such shares in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into into, nor represent, a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares Consideration but instead shall be entitled to receive payment of the appraised value of such Shares held by such holder shares in accordance with Section 262 of the DGCL, unlessfollowing which such shares shall automatically be canceled and shall cease to exist; provided, however, that if, after the Effective Time, such holder owner fails to perfect or such holder waivesperfect, properly effectively withdraws or otherwise validly waives or loses such holderowner’s right to appraisal, in which case pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such Shares owner is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Merger ConsiderationConsideration in accordance with Section 2.03(a), without interest thereon, upon surrender of the such Certificate or Certificates formerly representing such Shares pursuant to Section 2.2. (b) share. The Company shall give provide Parent (i) prompt written notice and copies of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of shares of Company Common Stock, any withdrawal of any such demand and any other demand, notice or instrument delivered to rights the Company prior to the Effective Time pursuant to Section 262 of appraisal the DGCL or that relates to a demand for an appraisal, and (ii) Parent shall have the opportunity and right to participate in and direct all negotiations and proceedings Proceedings with respect to demands for appraisal under the DGCLsuch demands. Except with the prior written consent of Parent, the Company shall not (x) waive any failure to timely deliver a written demand for appraisal or otherwise comply with Section 262 of the DGCL or (y) make any payment with respect to any demands for appraisal or settle to, or offer to settle or settle, any such demands for appraisaldemands.

Dissenting Shares. Notwithstanding Section 2.7, if required by Sections 60.551 to 60.594 of the OBCA (a) Notwithstanding anything in this Agreement but only to the contraryextent required thereby), Common Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has demanded appraisal for such Common Shares in accordance with, and who have complied with Section 262 with, Sections 60.551 to 60.594 of the DGCL OBCA (“Dissenting Shares”) shall not be converted into a right to receive the Merger ConsiderationPrice, unless and holders of such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall will be entitled to receive payment of the appraised fair value of such Dissenting Shares held by such holder in accordance with Section 262 the provisions of the DGCL, unless, after the Effective Time, such Sections 60.551 to 60.594 unless and until such holder fails to perfect or such holder waives, properly withdraws or otherwise loses his right to appraisal under the OBCA. If after the Effective Time such holder’s holder fails to perfect or withdraws or loses his right to appraisal, in which case such Common Shares shall be treated as if they had been converted as of the Effective Time into and represent only the a right to receive the Merger ConsiderationPrice, without any interest thereon, upon surrender and the Surviving Corporation shall remain liable for payment of the Certificate or Certificates representing Merger Price for such Common Shares pursuant without any interest. At the Effective Time, any holder of Dissenting Shares shall cease to Section 2.2. (b) have any rights with respect thereto, except the rights provided under Sections 60.551 to 60.594 of the OBCA and as provided in the previous sentence. The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of Common Shares, and Parent shall have the right to rights of appraisal participate in and (ii) the opportunity to direct control all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares any shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and held by a holder shareholder who has not voted in favor of properly exercised such shareholder's appraisal rights available under the Merger or consented thereto in writing and who has complied with Section 262 of TBCA (the DGCL (“"Dissenting Shares”") shall not be converted into a or be exchangeable for the right to receive the Merger Consideration, unless and until such holder fails shareholder shall have failed to perfect perfect, or shall have effectively withdrawn or lost such holder waives, withdraws or otherwise loses his or her shareholder's right to appraisalappraisal under the TBCA. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder treated in accordance with Section 262 the applicable provisions of the DGCLTBCA. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right to appraisal, unlesssuch shareholder's shares of Company Common Stock shall thereupon be converted into and become exchangeable only for the right to receive, after as of the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, Consideration for each share of Company Common Stock formerly represented by the Certificates held by such shareholder without any interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) . The Company shall give Parent (i) prompt notice of any written notices or demands for appraisal of any Sharesshares of Company Common Stock, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL TBCA and received by the Company relating to rights to be paid the "fair value" of appraisal Dissenting Shares, as provided in the TBCA, and (ii) Parent and Merger Sub shall have the opportunity right to direct all negotiations and proceedings with respect to any such demands for appraisal under the DGCLor notices. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to any notices or demands for appraisal or settle or appraisals, offer to settle or settle any demands or approve any withdrawal of any such demands for appraisalnotices or demands.

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with if Section 262 of the DGCL (or Chapter 13 of the California Corporations Code, to the extent applicable to Adamis by virtue of Section 2115 thereof) provides for appraisal rights with respect to the Merger, then any shares of Adamis Capital Stock that have not been voted in favor of adoption of this Agreement, and with respect to which a demand for payment and appraisal have been properly made in accordance with (a) Section 262 of the DGCL or (b) Chapter 13 of the California Corporations Code (to the extent applicable to Adamis by virtue of Section 2115 thereof) (such shares referred to as “Dissenting Shares”) ), shall not be converted into or represent a right to receive La Jolla Common Stock pursuant to Section 1.6(a), but shall be converted into the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A receive such consideration as may be determined to be due with respect to such Dissenting Shares pursuant to the DGCL or the California Corporations Code, as applicable; provided, however, that if a holder of Dissenting Shares shall (a “Dissenting Stockholder”) withdraws such holder’s demand for such payment and appraisal or becomes ineligible for such payment and appraisal then, as of the later of the Effective Time or the date of which such Dissenting Stockholder withdraws such demand or otherwise becomes ineligible for such payment and appraisal, such holder’s Dissenting Shares will cease to be entitled Dissenting Shares and will be converted into the right to receive payment of the appraised value of such Shares held by such holder La Jolla Common Stock as determined in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.21.6(a). (b) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares which are outstanding immediately prior to the Effective Time and which are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied demanded appraisal for such Shares in accordance with Section 262 of the DGCL (“Dissenting Shares”"DISSENTING SHARES") shall not be converted into a right to receive the Merger ConsiderationConsideration pursuant to Section 2.8, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder but the holders of Dissenting Shares shall instead be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with consideration as shall be determined pursuant to Section 262 of the DGCL; provided, unlesshowever, after the Effective Time, that if any such holder fails shall have failed to perfect or such holder waives, properly withdraws shall withdraw or otherwise loses lose such holder’s 's right to appraisalof appraisal and payment under the DGCL, in which case such holder's Shares shall be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing as provided in Section 2.8, and such Shares pursuant to Section 2.2. (b) shall no longer be Dissenting Shares. The Company shall give Parent (i) and Purchaser prompt notice of any written demands received by the Company for appraisal of any Shares, attempted and of any withdrawals of such demands and for appraisal, or of any other instruments served pursuant to Section 262 of the DGCL and received by the Company relating Company. Prior to rights of appraisal the Effective Time, Parent and (ii) Purchaser shall have the opportunity right to direct participate in all negotiations and proceedings with respect to such demands for appraisal under appraisal. Prior to the DGCL. Except Effective Time, the Company shall not, except with the prior written consent of ParentParent and Purchaser, the Company shall not make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisaldemands. Each holder of Dissenting Shares shall have only such rights and remedies as are granted to such holder under Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with is entitled to demand and properly demands appraisal of such Shares pursuant to, and who complies in all respects with, Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a the right to receive the Merger Consideration, unless and until such holder fails shall have failed to perfect perfect, or shall have effectively withdrawn or lost, such holder waives, withdraws or otherwise loses his or her holder’s right to appraisalappraisal under the DGCL. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder treated in accordance with Section 262 of the DGCL, unless, after the Effective Time, . If any such holder fails to perfect or such holder waives, properly withdraws or otherwise loses any such holder’s right to appraisal, in which case then each such Shares Share of such holder shall thereupon be converted into and represent become exchangeable only for the right to receive receive, as of the later of the Effective Time and the time that such right to appraisal has been irrevocably lost, withdrawn or expired, the Merger ConsiderationConsideration in accordance with Section 3.1(a). Prior to the Effective Time, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) The Company shall give promptly notify Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such notices or demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal to appraisal, and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. Except with Effective Time, the Company shall not, without the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal or to, settle or offer to settle settle, or approve any withdrawal of any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in Section 2.6 or any other provision of this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing is entitled to demand appraisal and who has complied properly exercised and perfected a demand for appraisal of such Shares in accordance with Section 262 of the DGCL and, as of the Effective Time, has neither effectively withdrawn nor lost such holder’s right to appraisal and payment under the DGCL with respect to such Shares (any such Shares, “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless Consideration but instead shall be entitled only to such holder fails rights as are granted by the DGCL to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A a holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCLShares; provided, unlesshowever, that, if, after the Effective Time, such holder fails to perfect or such holder waivesperfect, properly withdraws withdraws, waives or otherwise loses such holder’s right to appraisalappraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, in which case such Shares shall immediately cease to be Dissenting Shares and shall be treated as if they had been Shares converted as of the Effective Time into and represent only the right to receive the Merger ConsiderationConsideration in accordance with Section 2.5(a), without interest thereon, upon surrender of the such Certificate or Certificates formerly representing such Shares pursuant to Section 2.2. (b) Shares. The Company shall give provide Parent (i) with prompt written notice and copies of any written demands received by the Company for appraisal of any Shares, attempted withdrawals any withdrawal of any such demands demand and any other instruments served demand, notice and/or instrument delivered to the Company prior to the Effective Time pursuant to Section 262 of the DGCL that relates to such demand, and received by the Company relating to rights of appraisal and (ii) Parent shall have the opportunity and right to direct and control all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal or settle to, or offer to settle or settle, any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who was entitled to and has not voted validly demanded appraisal rights in favor of the Merger or consented thereto in writing and who has complied accordance with Section 262 of the DGCL (“"Dissenting Shares”") shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger ConsiderationConsideration unless and until such holder shall have failed to perfect or shall have effectively withdrawn or lost such holder's appraisal rights under the DGCL, without interest thereonbut instead shall be converted into the right to receive such consideration determined to be due to such holder from the Surviving Corporation with respect to such Dissenting Shares in accordance with the DGCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such appraisal rights pursuant to the DGCL, upon surrender each Dissenting Share of such holder shall be treated as a share of Company Common Stock that had been converted as of the Certificate or Certificates representing such Shares pursuant Effective Time into the right to receive the Merger Consideration in accordance with Section 2.2. (b) 2.1(c). The Company shall give Parent (i) prompt notice to Parent of any written demands for appraisal of any Sharesdemands, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of shares of Company Common Stock, and Parent shall have the right to rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under such demands. Other than pursuant to an Order (as hereinafter defined), the DGCL. Except Company shall not, except with the prior written consent of Parent, the Company Parent (which consent shall not be unreasonably withheld, conditioned or delayed), make any payment with respect to any demands for appraisal or settle or to, settle, offer to settle or approve any withdrawal of, any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarycontrary (except for the provisions of SECTION 3.1(b)), any Shares outstanding immediately prior to the Effective Time and held by a holder who has demanded and perfected his demand for appraisal of his, her or its Shares in accordance with the NYBCL (including, but not voted in favor limited to, SECTIONS 623 AND 910 thereof) and as of the Merger Effective Time has neither withdrawn nor lost his, her or consented thereto in writing and who has complied with Section 262 of the DGCL its right to such appraisal (“Dissenting Shares”"DISSENTING SHARES") shall not be converted into or represent a right to receive the Merger ConsiderationConsideration pursuant to SECTION 2.8, unless such but the holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares thereof shall be entitled to receive payment only such rights as are granted by the NYBCL. (b) Notwithstanding the provisions of SECTION 3.1(a), if any holder of Shares who demands appraisal of his Shares under the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails NYBCL effectively withdraws or loses (through failure to perfect or such holder waivesotherwise) his, properly withdraws her or otherwise loses such holder’s its right to appraisal, in which case then as of the Effective Time or the occurrence of such event, whichever later occurs, such holder's Shares shall automatically be converted into and represent only the right to receive the Merger ConsiderationConsideration as provided in SECTION 3.1(a), without interest thereon, upon surrender of the Certificate certificate or Certificates certificates representing such Shares pursuant to Section 2.2SECTION 3.2 hereof. (bc) The If applicable, the Company shall give Parent Purchaser (i) prompt notice of any written demands for appraisal or payment of the fair value of any Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and NYBCL received by the Company relating to rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLNYBCL. Except with the prior written consent of Parent, the The Company shall not voluntarily make any payment with respect to any demands for appraisal or and shall not, except with the prior written consent of Purchaser, settle or offer to settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in ----------------- this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“"Dissenting Shares”") shall not be converted into a right to receive the Merger ----------------- Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder him or her in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s his or her right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to direct participate in the conduct of all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“each Dissenting Shares”) Share shall not be converted into a right to receive the applicable portion of the Applicable Per-Share Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares but instead shall be entitled to receive payment of the appraised value of only such Shares held rights as are granted by such holder in accordance with Section 262 of the DGCL; provided, unlesshowever, that if, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws withdraws, or otherwise loses such holder’s right to appraisalappraisal pursuant to the applicable provisions of the DGCL, in which case or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the applicable provisions of the DGCL, such Company Shares shall be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Applicable Per-Share Merger Consideration, Consideration in accordance with Section 4.1 without interest thereon, upon surrender and transfer of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) shares. The Company shall give Parent (i) provide the SPAC prompt written notice of any written demands received by the Company for appraisal of any Company Shares, attempted withdrawals any waiver or withdrawal of any such demands demand, and any other instruments served pursuant demand, notice, or instrument delivered to the DGCL and received by Company prior to the Company relating Effective Time that relates to rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demand. Except with the prior written consent of Parentthe SPAC (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company shall not make any payment with respect to any demands for appraisal to, or settle settle, or offer to settle settle, any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Xxxxx Shares outstanding immediately prior to the Effective Time and held by a holder (if any) who has not voted in favor of the Merger or consented thereto in writing is entitled to demand, and who has complied properly demands, appraisal for such Xxxxx Shares in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, Consideration unless such holder fails to perfect or such holder waives, withdraws shall have effectively withdrawn or otherwise loses his or her lost such holder’s right to appraisal, if any. A holder of Dissenting Shares Such stockholders shall be entitled to receive payment of the appraised value of such Xxxxx Shares held by such holder them in accordance with the provisions of such Section 262 of the DGCL, unless262. If, after the Effective Time, such holder fails to perfect or such holder waivesperfect, properly effectively withdraws or otherwise loses any such holder’s right to appraisal, in which case such Xxxxx Shares shall be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares Consideration pursuant to Section 2.2. (b2.5(c) The Company without any interest thereon. Xxxxx shall give Parent (i) Acquiror prompt notice of any written demands received by Xxxxx for appraisal of any Xxxxx Shares, attempted withdrawals of such demands and any other instruments served pursuant Acquiror shall have the right to the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Except Xxxxx shall not, except with the prior written consent of ParentAcquiror or as otherwise required by Law, the Company shall not make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisaldemands, nor shall Xxxxx agree to or commit to making any such payment or settlement or admit to any liability with respect to such matters.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has not voted properly demanded appraisal for such Shares in favor of the Merger or consented thereto in writing accordance with, and who has complied with complies in all respects with, Section 262 of the DGCL (such Shares, the “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender and shall instead represent the right to receive only the payment provided by Section 262 of the Certificate DGCL. If any such holder fails to perfect or Certificates representing otherwise waives, withdraws or loses his, her or its right to appraisal under Section 262 of the DGCL, then the right of such holder to receive such payment in respect of such Dissenting Shares pursuant shall cease and such Dissenting Shares shall be deemed to Section 2.2. (b) have been converted, as of the Effective Time, into and shall be exchangeable solely for the right to receive the Merger Consideration and shall no longer be Dissenting Shares. The Company shall give Parent (i) prompt notice of any written demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights to be paid the fair value of appraisal Dissenting Shares, and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings Actions with respect to demands for appraisal under the DGCLsuch demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal to, or settle or compromise or offer to settle or compromise, any such demands, approve any withdrawal of any such demands for appraisalor agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything to the contrary in this Agreement to Section 1.7, any shares of the contrary, Shares Company Common Stock outstanding immediately prior to the Effective Time and held by a holder person who has not voted in favor of the Merger or consented thereto in writing and who has complied demanded appraisal for such shares in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his its rights to appraisal or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by it is determined that such holder does not have appraisal rights in accordance with Section 262 of the DGCL, unless. If, after the Effective TimeClosing, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s its right to appraisal, in which case or if it is determined that such Shares holder does not have appraisal rights, such shares shall be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) . The Company shall give Parent (i) and Merger Sub prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of shares, and Parent and Merger Sub shall have the right to rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to such demands for appraisal under the DGCLexcept as required by applicable federal, state, local or foreign statute, law, regulation, legal requirement or rule, ordinance or code of any Governmental Authority (as such term is defined in Section 2.4(d) of this Agreement), including any judicial or administrative interpretation thereof (“Law”). Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisaldemands, unless and to the extent required to do so under Law.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has complied with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, Consideration unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his his, her or her its right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares shares held by such holder him or her in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s his, her or its right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2Shares. (b) The Company shall give Parent (i) prompt written notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to participate in and direct the conduct of all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder Stockholders who has not voted in favor of the Merger or consented thereto in writing and who has have complied with Section 262 of all the requirements for perfecting appraisal or dissenters’ rights, as required under the DGCL, shall be entitled to their appraisal or dissenters’ rights under the DGCL with respect to such shares (“Dissenting Shares”). Notwithstanding anything to the contrary herein, (a) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A if any holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails effectively withdraw or lose (through failure to perfect or such holder waives, properly withdraws or otherwise loses otherwise) such holder’s right to appraisalappraisal or dissenters’ rights, in which case then, as of the later of the Merger Effective Time and the occurrence of such Shares event, such holder’s shares shall automatically be converted into and represent only the right to receive the portion of the Merger ConsiderationConsideration to which such holder is then entitled under this Agreement, without interest thereon, thereon and upon surrender of the Certificate or Certificates certificate representing such shares in accordance with this Agreement together with any other documents required under Section 1.7.4 and (b) any Dissenting Shares held by a Stockholder who has perfected such Stockholder’s appraisal or dissenters’ rights for such shares in accordance with the DGCL shall not be converted into the right to receive any portion of the Merger Consideration pursuant to Section 2.2. (b) 1.7.1. The Company Corporation shall give provide to Delaware Parent (i) prompt notice of any written demands for appraisal of any Sharesor purchase received by the Corporation, attempted withdrawals of such demands demands, and any other instruments related to such demands served pursuant to in accordance with the DGCL and received by the Company relating to rights of appraisal Corporation and (ii) the opportunity right to direct all negotiations and proceedings with respect to such demands for appraisal under the DGCL. Except The Corporation shall not, except with the prior written consent of Delaware Parent, or as otherwise required under the Company shall not DGCL, voluntarily make any payment or offer to make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisalClaim or demand in respect of any Dissenting Shares. The payment of consideration under this Agreement to the Stockholders (other than in respect of Dissenting Shares, which shall be treated as provided in this Section 1.7.5 and under the DGCL) shall not be affected by the exercise or potential exercise of appraisal or dissenters’ rights under the DGCL by any Stockholder.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, Shares that are outstanding immediately prior to the Effective Time and that are held by a holder any stockholder who has is entitled to demand and properly demands (and does not voted in favor timely withdraw such demand) appraisal of such Shares (the Merger or consented thereto in writing “Dissenting Shares”) pursuant to, and who has complied with complies in all respects with, the provisions of Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a into, or represent the right to receive receive, the Merger Consideration, unless . Any such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares stockholder shall instead be entitled to receive payment of the appraised fair value of such stockholder’s Dissenting Shares in accordance with the provisions of Section 262 of the DGCL; provided, however, that all Dissenting Shares held by such holder any stockholder who shall have failed to perfect or who otherwise shall have withdrawn, in accordance with Section 262 of the DGCL, unlessor lost such stockholder’s rights to appraisal of such Shares under Section 262 of the DGCL shall thereupon be deemed to have been converted into, after and to have become exchangeable for, as of the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates representing that formerly evidenced such Shares pursuant to in the manner provided in Section 2.2. 2.02(b) and (b) c), as applicable. The Company shall give Parent (i) prompt notice of any written demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment or agree to make any payment with respect to any demands for appraisal or settle or offer to settle or settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has shall have not voted in favor of the Merger or consented thereto and who shall have demanded properly in writing and who has complied appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the DGCL (“Dissenting Shares”"DISSENTING SHARES") shall not be converted into a into, or represent the right to receive receive, the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by such holder them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without any interest thereon, upon surrender surrender, in the manner provided in Section 3.10 hereof, of the Certificate certificate or Certificates representing certificates that formerly evidenced such Shares pursuant to Section 2.2Shares. (b) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Sharesreceived by the Company, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL Delaware Law and received by the Company relating to rights of appraisal Company, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLDelaware Law. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle or settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder No Person who has not voted in favor validly exercised such Person’s rights to dissent from the Merger pursuant to Section 238 of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares Cayman Companies Law shall be entitled to receive payment of the appraised value of such Per Share Merger Consideration with respect to the Company Shares held owned by such holder in accordance with Section 262 of the DGCL, unless, after the Effective Time, Person (“Dissenters Shares”) unless and until such holder fails Person shall have effectively withdrawn or lost such Person’s rights to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive dissent from the Merger Considerationunder the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, without interest thereonor loses its rights to, upon surrender of dissent from the Certificate or Certificates representing such Shares Merger pursuant to Section 2.2. (b) 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. The Company shall promptly give Parent (i) prompt notice copies of notices of objection, notices of dissent, any written demands for appraisal of any Sharesappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and applicable Laws that are received by the Company relating to Company shareholders’ rights of appraisal to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demands demand for appraisal under the DGCLCayman Companies Law. Except The Company shall not, except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal or appraisal, offer to settle or offer to settle any such demands for appraisalor approve any withdrawal of any such demands.

Dissenting Shares. (ai) Notwithstanding anything in this Agreement to To the contraryextent applicable, Shares each outstanding immediately prior to share of Company Common Stock the Effective Time and held by a holder who of which has not voted in favor of the Merger or consented thereto Merger, has perfected such holder's right to an appraisal of such holder's shares in writing and who has complied accordance with Section 262 the applicable provisions of the DGCL OGCL and has not effectively withdrawn or lost such right to appraisal (“a "Dissenting Shares”) Share"), shall not be converted into or represent a right to receive the Merger ConsiderationPrice pursuant to Section 2.01(c), unless such but the holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares thereof shall be entitled only to receive payment such rights as are granted by the applicable provisions of the appraised value of such Shares OGCL; provided, however, that any Dissenting Share held by such holder in accordance with Section 262 of a person at the DGCL, unlessEffective Time who shall, after the Effective Time, such holder fails to perfect withdraw the demand for appraisal or such holder waives, properly withdraws or otherwise loses such holder’s lose the right to of appraisal, in which either case such Shares pursuant to the OGCL, shall be deemed to be converted into and represent only into, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares Price pursuant to Section 2.22.01(c). (bii) The Company shall give Parent Harsco (ix) prompt notice of any written demands for appraisal of any Sharesappraisal, attempted withdrawals of such demands for appraisal and any other instruments served pursuant to the DGCL and applicable provisions of the OGCL relating to the appraisal process received by the Company relating to rights of appraisal and (iiy) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLOGCL. Except with the prior written consent of Parent, the The Company shall will not voluntarily make any payment with respect to any demands for appraisal or and will not, except with the prior written consent of Harsco, settle or offer to settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares any Company Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder (a “Dissenting Stockholder”) who has not voted in favor of the Merger or consented thereto in writing and who has complied demanded appraisal for such Company Common Stock in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger ConsiderationConsideration in accordance with Section 2.1(c), but shall represent and become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the laws of the State of Delaware, unless and until such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her such holder’s right to appraisal. A holder of Dissenting Shares shall be entitled to receive appraisal and payment of the appraised value of such Shares held by such holder in accordance with Section 262 of under the DGCL, unless. If, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such former Dissenting Shares held by such holder shall be treated as if they had been converted as of the Effective Time into and represent only the a right to receive receive, upon surrender as provided above, the Merger Consideration, without any interest or dividends thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to in accordance with Section 2.2. (b) 2.1(c). The Company shall give Parent (i) prompt notice of any written demands received by the Company for appraisal of any SharesCompany Common Stock, attempted withdrawals of or such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal Company, and (ii) Parent shall have the opportunity right to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall such consent not to be unreasonably withheld or delayed, make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisaldemands.

Dissenting Shares. (ai) Notwithstanding anything in this Agreement to the contrarycontrary but only to the extent required by the DGCL, EKCO Shares outstanding immediately prior to the Effective Time and held by a holder (if any) who has not voted in favor of the Merger or consented thereto in writing and is otherwise entitled to demand, and who has complied properly demands, appraisal for such EKCO Shares in accordance with Section 262 of the DGCL (“"Dissenting Shares”") shall not be converted into a right to receive the Merger Consideration, Consideration unless such holder fails to perfect or otherwise effectively withdraw or loses such holder waives, withdraws or otherwise loses his or her holder's right to appraisal, if any. A holder of Dissenting Shares Such stockholders shall be entitled to receive payment of the appraised value of such EKCO Shares held by such holder them in accordance with the provisions of such Section 262 of the DGCL, unless262. If, after the Effective Time, such holder fails to perfect or loses any such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such EKCO Shares shall be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Merger Consideration, Consideration without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.22.5(c). (bii) The Company EKCO shall give Parent ACQUIROR (iA) prompt notice and a copy of any written demands for appraisal notice of a stockholder's intent to demand payment, of any Shares, attempted withdrawals request to withdraw a demand for payment and of such demands and any other instruments served instrument delivered to it pursuant to Section 262 of the DGCL and received by the Company relating to rights of appraisal and (iiB) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal payment under Section 262 of the DGCL. Except with the prior written consent of ParentACQUIROR, the Company EKCO shall not make any payment with respect to any demands demand for appraisal or payment and shall not settle or offer to settle any such demands for appraisalor approve any withdrawal of any such demands.

Dissenting Shares. (a) Notwithstanding anything in For purposes of this Agreement to the contraryAgreement, "Dissenting Shares" means Company Shares outstanding immediately prior to held as of the Effective Time and held by a holder Company Stockholder who has not voted such Company Shares in favor of the Merger or consented thereto in writing adoption of this Agreement and who has complied with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails and with respect to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares which appraisal shall be entitled to receive payment of the appraised value of such Shares held by such holder have been duly demanded and perfected in accordance with Section 262 of the DGCL, unless, after Delaware General Corporation Law and not effectively withdrawn or forfeited prior to the Effective Time. Dissenting Shares shall not be converted into or represent the right to receive Merger Shares, unless such Company Stockholder shall have forfeited his, her or its right to appraisal under the Delaware General Corporation Law or properly withdrawn, his, her or its demand for appraisal. If such Company Stockholder has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Shares, then (i) as of the occurrence of such event, such holder fails holder's Dissenting Shares shall cease to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such be Dissenting Shares and shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender Shares issuable in respect of the Certificate or Certificates representing such Company Shares pursuant to Section 2.2. (b) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares1.5, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) promptly following the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent occurrence of Parentsuch event, the Buyer shall deliver to such Company Stockholder a certificate representing 90% of the Merger Shares to which such holder is entitled pursuant to Section 1.5 (which shares shall not make any payment with respect be considered Initial Shares for all purposes of this Agreement) and shall deliver to any demands the Escrow Agent a certificate representing the remaining 10% of the Merger Shares to which such holder is entitled pursuant to Section 1.5 (which shares shall be considered Escrow Shares for appraisal or settle or offer to settle any such demands for appraisalall purposes of this Agreement).

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder No Person who has not voted in favor validly exercised such Person's rights to dissent from the Merger pursuant to Section 238 of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares Cayman Companies Law shall be entitled to receive payment of the appraised value of such Per Share Merger Consideration with respect to Company T Shares held owned by such holder in accordance with Section 262 of the DGCL, unless, after the Effective Time, Person ("Dissenters Shares") unless and until such holder fails Person shall have effectively withdrawn or lost such Person's rights to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive dissent from the Merger Considerationunder the Cayman Companies Law. If a holder of Dissenters Shares effectively withdraws its demand for, without interest thereonor loses its rights to, upon surrender of dissent from the Certificate or Certificates representing such Shares Merger pursuant to Section 2.2. (b) The 238 of the Cayman Companies Law with respect to any Dissenters Shares, such Company T Shares shall cease to be Dissenters Shares. Each Dissenters Share shall be entitled to receive only the payment resulting from the procedure in Section 238 of the Cayman Companies Law. Company T shall promptly give Parent Company Y (i) prompt notice copies of notices of objection, notices of dissent, any written demands for appraisal of any Sharesappraisal, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and applicable Law that are received by the Company T relating to Company T shareholders' rights of appraisal to dissent from the Merger and (ii) the opportunity to direct or approve all offers, negotiations and proceedings with respect to demands demand for appraisal under the DGCLCayman Companies Law. Except Company T shall not, except with the prior written consent of ParentCompany Y, the Company shall not voluntarily make any payment with respect to any exercise by a shareholder of its rights to dissent from the Merger, any demands for appraisal or appraisal, offer to settle or offer to settle any such demands for appraisalor approve any withdrawal of any such demands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and that are held by a holder holders of Shares who has have not voted in favor of or consented to the Merger or consented thereto in writing and who has complied have properly demanded and perfected their rights to be paid the fair value of such Shares in accordance with Section 262 Subtitle 2 of the DGCL MGCL (the “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Per Share Merger Consideration, and the holders thereof shall be entitled to only such rights as are granted by Subtitle 2 of the MGCL; provided, however, that, if any such holder shall fail to perfect or shall effectively waive, withdraw or lose such holder’s rights under Subtitle 2 of the MGCL, such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Per Share Merger Consideration, as set forth in Section 2.1 of this Agreement, without any interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) The Company shall give Parent (i) prompt notice of any written appraisal demands for appraisal of any Sharesreceived by the Company, attempted withdrawals of such demands thereof and any other instruments served pursuant to Subtitle 2 of the DGCL MGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for the exercise of appraisal rights under Subtitle 2 of the DGCLMGCL. Except The Company shall not, except with the prior written consent of ParentParent or as otherwise required by applicable Law, the Company shall not make any payment with respect to any demands for such exercise of appraisal or settle rights or offer to settle or settle any such demands for appraisalrights.

Dissenting Shares. (a) Notwithstanding anything in For purposes of this Agreement to the contraryAgreement, Shares “Dissenting Shares” mean any shares of Company Capital Stock outstanding immediately prior to the Effective Time and held by a holder person who has not voted such shares in favor of the Merger adoption of this Agreement and the Merger, has properly demanded appraisal for such shares in accordance with Delaware Law and has not effectively withdrawn or consented thereto in writing and who has complied with Section 262 of forfeited such demand for appraisal. Notwithstanding anything to the DGCL (“contrary contained herein, Dissenting Shares”) shall Shares will not be converted into a right to receive the Merger Consideration, Consideration unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his its rights to appraisal or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by it is determined that such holder does not have appraisal rights in accordance with Section 262 of the DGCL, unless, Delaware Law. If after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s its right to appraisal, in which case or if it is determined that such Shares shall holder does not have appraisal rights, such shares will be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to merger consideration set forth in Section 2.2. 1.6(a) hereof (b) The if any). Company shall will give Parent (i) prompt notice of any written demands received by Company for appraisal of any Sharesshares of Company Capital Stock, attempted withdrawals of such demands demands, and any other instruments served pursuant that relate to the DGCL and such demands received by the Company. The Company relating to rights of appraisal and (ii) the opportunity to direct shall control all negotiations and proceedings with respect to demands for appraisal under such demands, provided that (i) the DGCL. Except Company shall keep Parent reasonably apprised of all material events, circumstance or changes with respect to any such demand following the making thereof and (ii) the Company will not, except with prior written consent of ParentParent (such consent not to be unreasonably withheld, the Company shall not conditioned or delayed), make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisaldemands, unless and to the extent required to do so under applicable Legal Requirements.

Dissenting Shares. (a) Notwithstanding anything in For purposes of this Agreement to the contraryAgreement, "Dissenting Shares" means Company Shares outstanding immediately prior to held as of the Effective Time and held by a holder Company Stockholder who has not voted such Company Shares in favor of the Merger or consented thereto in writing adoption of this Agreement and who has complied with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails and with respect to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares which appraisal shall be entitled to receive payment of the appraised value of such Shares held by such holder have been duly demanded and perfected in accordance with Section 262 of the DGCL, unless, after Delaware General Corporation Law and not effectively withdrawn or forfeited prior to the Effective Time. Dissenting Shares shall not be converted into or represent the right to receive Merger Shares, unless such Company Stockholder shall have forfeited his, her or its right to appraisal under the Delaware General Corporation Law or properly withdrawn, his, her or its demand for appraisal. If such Company Stockholder has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Shares, then (i) as of the occurrence of such event, such holder fails holder's Dissenting Shares shall cease to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such be Dissenting Shares and shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender Shares issuable in respect of the Certificate or Certificates representing such Company Shares pursuant to Section 2.2. (b) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares1.5, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) promptly following the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent occurrence of Parentsuch event, the Company Buyer shall not make any payment with respect deliver to any demands the Exchange Agent a certificate representing 90% of the Merger Shares to which such holder is entitled pursuant to Section 1.5 (which shares shall be considered Initial Shares for appraisal or settle or offer all purposes of this Agreement) and shall deliver to settle any the Escrow Agent a certificate representing the remaining 10% of the Merger Shares to which such demands holder is entitled pursuant to Section 1.5 (which shares shall be considered Escrow Shares for appraisalall purposes of this Agreement).

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL Delaware Law (“"Dissenting Shares”") shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder him or her in accordance with Section 262 of the DGCLDelaware Law, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s his or her right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) The Company Launch shall give Parent Yahoo! (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL Delaware Law and received by the Company Launch relating to rights of appraisal appraisal; and (ii) the opportunity to direct participate in the conduct of all negotiations and proceedings with respect to demands for appraisal under the DGCLDelaware Law. Except with the prior written consent of ParentYahoo!, the Company Launch shall not voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares issued and outstanding immediately prior to the Effective Time and held by a holder (a "Dissenting Stockholder"), if any, who has not voted in favor of the Merger or consented thereto in writing right to demand, and who has complied properly demand, an appraisal of such shares in accordance with Section 262 of the DGCL or any successor provision (“"Dissenting Shares”") shall not be converted into a right to receive the Per Share Merger Consideration, Consideration unless such holder Dissenting Stockholder fails to perfect or otherwise loses or withdraws such Dissenting Stockholder's right to such appraisal, if any. Provided the holder of any Dissenting Shares complies with the provisions of the DGCL, such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of have with respect thereto solely the appraised value of such Shares held by such holder in accordance with appraisal rights provided under Section 262 of the DGCL, unless. If, after the Effective Time, such holder Dissenting Stockholder fails to perfect or such holder waives, properly withdraws or otherwise loses or withdraws any such holder’s right to appraisal, in which case each such Shares share of such Dissenting Stockholder shall be treated as a share that had been converted as of the Effective Time into and represent only the right to receive the Per Share Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Consideration in accordance with this Section 2.2. (b) 1.8. The Company shall give Parent (i) prompt notice to Purchaser of any written demands received by the Company for appraisal of any Dissenting Shares, attempted withdrawals of such demands and any other instruments served pursuant Purchaser shall have the right to the DGCL participate in and received by the Company relating to rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Except The Company shall not, except with the prior written consent of ParentPurchaser, the Company which consent shall not be unreasonably withheld, make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, Shares outstanding immediately prior to the Effective Time and shares of Company Common Stock held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into made a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value proper demand for appraisal of such Shares held by such holder shares of Company Common Stock in accordance with Section 262 of the DGCL, unless, after DGCL and who has otherwise complied with all applicable provisions of Section 262 of the Effective Time, DGCL (any such shares being referred to as “Dissenting Shares” until such time as such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right appraisal rights under Section 262 of the DGCL with respect to appraisal, in which case such Shares shares) shall not be converted into and or represent only the right to receive Merger Consideration in accordance with Section 1.5, but shall be entitled only to such rights as are granted by the DGCL to a holder of Dissenting Shares. (b) If any Dissenting Shares shall lose their status as such (through failure to perfect or otherwise), then such shares shall be deemed automatically to have been converted into, as of the Effective Time, and to represent only, the right to receive Merger ConsiderationConsideration in accordance with Section 1.5, without interest thereon, upon surrender of the Company Stock Certificate or Certificates representing such Shares pursuant to Section 2.2shares or, if such shares are Uncertificated Shares, upon compliance with the procedures established by the Paying Agent for the transfer of such Uncertificated Shares. (bc) The Company shall give Parent Parent: (i) prompt notice of any written demands demand for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating prior to rights the Effective Time pursuant to the DGCL, any withdrawal of appraisal any such demand and any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL; and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demand, notice or instrument. Except with the prior written consent of Parent, the The Company shall not make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal such demand, notice or settle instrument unless Parent shall have given its prior written consent to such payment or offer to settle any such demands for appraisalsettlement offer.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Dissenting Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a or represent the right to receive the Merger Consideration, amounts payable in respect of such Company Shares pursuant to Article I unless the Company Stockholder holding such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled have forfeited his, her or its right to receive payment of the appraised value of such Shares held by such holder in accordance with appraisal under Section 262 of the DGCLDelaware General Corporation Law or properly withdrawn his, unlessher or its demand for appraisal. If such Company Stockholder has so forfeited or withdrawn his, after her or its right to appraisal of Dissenting Shares, then, (i) as of the Effective Timeoccurrence of such event, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right Dissenting Shares shall cease to appraisal, in which case such be Dissenting Shares and shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender amounts payable in respect of the Certificate or Certificates representing such Company Shares pursuant to Section 2.2Article I, and (ii) promptly following the occurrence of such event, the Buyer or the Surviving Corporation shall deliver to such Company Stockholder a payment representing the amount that such holder is entitled to receive pursuant to Article I of this Agreement. (b) The Company shall give Parent the Buyer (i) prompt notice of any written demands for appraisal of any Company Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant that relate to the DGCL and such demands received by the Company relating to rights of appraisal and (ii) the opportunity right, at its expense, to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLDelaware General Corporation Law. Except The Company shall not, except with the prior written consent of Parentthe Buyer, the Company shall not make voluntarily any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisalappraisal of Company Shares for an amount that exceeds the amounts that would have been otherwise payable for such Company Shares under this Agreement.

Dissenting Shares. (ai) Notwithstanding anything in If applicable, notwithstanding any provision of this Agreement to the contrary, Shares each outstanding immediately prior to share of Company Common Stock the Effective Time and held by a holder who of which has not voted in favor of the Merger or consented thereto Merger, has perfected such holder's right to an appraisal of such holder's shares in writing and who has complied accordance with Section 262 the applicable provisions of the DGCL and has not effectively withdrawn or lost such right to appraisal (“a "Dissenting Shares”) Share"), shall not be converted into or represent a right to receive shares of Parent Common Stock pursuant to Section 2.01(c), but the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares thereof shall be entitled only to receive payment of such rights as are granted by the appraised value of such Shares held by such holder in accordance with Section 262 applicable provisions of the DGCL; provided, unlesshowever, that any Dissenting Share held by a person at the Effective Time who shall, after the Effective Time, such holder fails to perfect withdraw the demand for appraisal or such holder waives, properly withdraws or otherwise loses such holder’s lose the right to of appraisal, in which either case such Shares pursuant to the DGCL, shall be deemed to be converted into and represent only into, as of the Effective Time, the right to receive the Merger Consideration, without interest thereon, upon surrender shares of the Certificate or Certificates representing such Shares Parent Common Stock pursuant to Section 2.22.01(c). (bii) The Company shall give Parent (ix) prompt notice of any written demands for appraisal of any Sharesappraisal, attempted withdrawals of such demands for appraisal and any other instruments served pursuant to the applicable provisions of the DGCL and relating to the appraisal process received by the Company relating to rights of appraisal and (iiy) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of Parent, the The Company shall will not voluntarily make any payment with respect to any demands for appraisal or and will not, except with the prior written consent of Parent, settle or offer to settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, Shares outstanding immediately prior to the Effective Time and shares of Company Common Stock or shares of Company Series A Preferred Stock held by a holder who has not voted made a demand for appraisal of such shares in favor of the Merger or consented thereto in writing and who has complied accordance with Section 262 of the DGCL (any such shares being referred to as “Dissenting Shares”” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under Section 262 of the DGCL with respect to such shares) shall not be converted into a or represent the right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder Consideration in accordance with Section 262 1.5, and the holders of such shares shall be entitled only to such rights as are granted by the DGCL, unless, after the Effective Time, DGCL to a holder of Dissenting Shares. (b) If any Dissenting Shares shall lose their status as such holder fails (through failure to perfect or otherwise), then, as of the later of the Effective Time or the date of loss of such holder waivesstatus, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shares shall automatically be converted into and shall represent only the right to receive the Merger ConsiderationConsideration in accordance with Section 1.5, without interest thereon, upon surrender of the Company Stock Certificate or Certificates representing such Shares pursuant to Section 2.2shares. (bc) The Company shall give Parent Parent: (i) prompt written notice of (A) any written demands demand for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating prior to rights the Effective Time pursuant to the DGCL, (B) any withdrawal of appraisal any such demand and (C) any other demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL; and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLany such demand, notice or instrument. Except with the prior written consent of Parent, the The Company shall not make any payment or settlement offer prior to the Effective Time with respect to any demands for appraisal such demand, notice or settle instrument unless Parent shall have given its written consent to such payment or offer to settle any such demands for appraisalsettlement offer.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares shares of the Company issued and outstanding immediately prior to the Effective Time and that are held by a any holder who has not voted in favor is (a) entitled to dissent to the Merger pursuant to Section 179 of the Merger or consented thereto BVI Business Companies Act and (b) properly dissents to the proposed corporate action and makes a proper demand for payment of such shares in writing and who has complied accordance with Section 262 179 of the DGCL BVI Business Companies Act (the “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender applicable portion of the Certificate Share Merger Consideration or Certificates representing Merger Consideration for such Dissenting Shares pursuant to Section 2.2. (b) 1.02(b), but instead such holder shall be entitled to such rights as are granted by the BVI Business Companies Act to a holder of Dissenting Shares. The Company shall give Parent (i) deliver prompt notice to the Parent of any written demands for payment or appraisal of any Company Shares, attempted withdrawals any withdrawal of any such demands demand and any other instruments served demand, notice or instrument delivered to the Company prior to the Effective Time pursuant to the DGCL BVI Business Companies Act that relate to such demand and received by the Company relating Parent shall have the right to rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Except with the prior written consent of Parent, the The Company shall will not voluntarily make any payment with respect to any demands demand for appraisal with respect to any Dissenting Shares without the prior written consent of Parent (which consent may or settle or offer to settle any such demands for appraisalmay not be given in the sole and absolute discretion of Parent).

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to before the Effective Time and that are held by a holder stockholders who has have not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has complied have properly exercised appraisal rights with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder respect thereto in accordance with Section 262 of the DGCL shall not be converted into the right to receive the Merger Consideration as provided in Section 2.1, unless such holders fail to perfect or withdraw or otherwise lose their rights to appraisal. Instead, ownership of such Shares shall entitle the holder thereof to receive the consideration determined pursuant to Section 262 of the DGCL; provided, unlesshowever, after the Effective Time, that if such holder fails to perfect or such holder waives, properly effectively withdraws or otherwise loses such holder’s 's right to appraisalappraisal and payment under the DGCL, in which case each of such Shares shall thereupon be converted deemed to have been converted, at the Effective Time, into and represent only the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to in the manner provided in Section 2.2. (b) 2.2 hereof. The Company shall give Parent (i) prompt notice of any written demands (or withdrawals of demands) for appraisal of any Shares, attempted withdrawals Shares received by the Company pursuant to the applicable provisions of such demands the DGCL and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to any such demands for appraisal or settle or offer to settle settle, or settle, any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, Shares shares of capital stock of Synchronicity that are outstanding immediately prior to the Effective Time and which are held by a holder Synchronicity stockholders who has shall have not voted in favor of the Merger or consented thereto in writing and who has complied shall have demanded properly in writing appraisal for such shares in accordance with Section 262 of the DGCL and who shall not have withdrawn such demand or otherwise have forfeited appraisal rights (collectively, the “Dissenting Shares”) shall not be converted into a right pursuant to receive the Merger Consideration, unless such holder fails to perfect Section 2.2(c) or such holder waives, withdraws or otherwise loses his or her right to appraisal(e). A holder of Dissenting Shares Such Synchronicity stockholders shall be entitled to receive payment of the appraised value of such shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by such holder in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails Synchronicity stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be shares converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.22.2(c) or (e). (b) The Company Synchronicity shall give Parent MatrixOne (i) prompt notice of any written demands for appraisal of any Sharesreceived by Synchronicity, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal Synchronicity and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except Synchronicity shall not, except with the prior written consent of ParentMatrixOne, the Company shall not make any payment with respect to any demands for appraisal or settle appraisal, or offer to settle settle, or settle, any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares (other than any Shares to be cancelled pursuant to Sections 2.7(b) and 2.7(c)) outstanding immediately prior to the Effective Time and held by a holder who has not voted appraisal rights for such Shares in favor of the Merger or consented thereto in writing and who has complied with under Section 262 of the DGCL Delaware Law (“Dissenting Shares”) ), shall not be converted into a or be exchangeable for the right to receive a portion of the Merger Consideration, Consideration unless and until such holder fails to perfect or loses such holder waives, withdraws or otherwise loses his or her holder’s right to appraisalappraisal and payment under Delaware Law. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCL, unlessIf, after the Effective Time, any such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into and represent only the right to receive the portion of the Merger ConsiderationConsideration to which such holder is entitled, without interest thereoninterest, upon surrender and such holder shall have all of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) other rights of a stockholder set forth hereunder. The Company shall give Parent the Acquiror (i) prompt notice of any written demands received by the Company for appraisal of any Shares, attempted written withdrawals of such demands demands, and any other instruments served pursuant to the DGCL Delaware Law and received by the Company relating to stockholders’ rights of to appraisal with respect to the Merger and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for any exercise of such appraisal rights under the DGCLDelaware Law. Except The Company shall not, except with the prior written consent of Parentthe Acquiror, the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle payment of fair value for capital stock of the Company or offer to settle or settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares outstanding immediately prior to the shares of any holder of Company Common Stock who has demanded and perfected appraisal rights for such shares in accordance with the MBCL and who, as of the Effective Time and held by a holder who Time, has not voted in favor of effectively withdrawn or lost such appraisal rights (the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“"Dissenting Shares”) "), shall not be converted into or represent a right to receive Parent Common Stock pursuant to Section 1.5, but the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares thereof shall only be entitled to receive payment such rights as are granted by the MBCL. (b) Notwithstanding the foregoing, if any holder of the appraised value shares of Company Common Stock who demands appraisal of such Shares held by such holder in accordance with Section 262 of shares under the DGCL, unless, after MBCL shall effectively withdraw the Effective Time, such holder fails to perfect request for appraisal or such holder waives, properly withdraws or otherwise loses such holder’s lose the right to appraisal, in which case then, as of the later of the Effective Time and the occurrence of such Shares event, such holder's shares shall automatically be converted into and represent only the right to receive the Merger ConsiderationParent Common Stock and cash in lieu of fractional shares, without interest thereon, upon surrender of the Certificate or Company Stock Certificates representing such Shares pursuant to Section 2.2shares. (bc) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Sharesshares of Company Common Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL MBCL and received by the Company relating Company, which relate to rights of any such demand for appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal under the DGCLMBCL. Except Company shall not, except with the prior written consent of ParentParent or as may be required by applicable law, the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle of Company Common Stock or offer to settle or settle any such demands for appraisaldemands.

Dissenting Shares. (ai) Notwithstanding anything contained in this Agreement to the contrary, no Shares issued and outstanding immediately prior to the Effective Time and held by a Time, the holder who of which (A) has not voted in favor of the Merger or consented thereto in writing and who writing, (B) has complied with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right demanded its rights to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder appraisal in accordance with Section 262 of the DGCL, unlessand (C) has not effectively withdrawn or lost its rights to appraisal (the “Dissenting Shares”), shall be converted into or represent a right to receive the Merger Consideration pursuant to Section 2.1(a). By virtue of the Merger, all Dissenting Shares shall be cancelled and shall cease to exist and shall represent the right to receive only those rights provided under the DGCL. From and after the Effective Time, such a holder fails of Dissenting Shares shall not be entitled to exercise any of the voting rights or other rights of a member or equity owner of the Surviving Corporation or of a stockholder of Parent. (ii) Notwithstanding the provisions of this Section 2.1(e), if any holder of Shares who demands dissenters’ rights shall effectively withdraw or lose (through failure to perfect or otherwise) the right to dissent or its rights of appraisal, then, as of the later of the Effective Time and the occurrence of such holder waivesevent, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall no longer be Dissenting Shares and shall automatically be converted into and represent only the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (biii) The Company shall give Parent (iA) prompt notice of any written demands for appraisal dissenters’ rights of any Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company relating which relate to any such demand for dissenters’ rights of appraisal and (iiB) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal dissenters’ rights under the DGCL. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal or settle dissenters’ rights or offer to settle or settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, including Section 2.8, Shares issued and outstanding immediately prior to the Effective Time (other than Shares cancelled in accordance with Section 2.8(a)) and held by a holder who has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has complied properly exercised appraisal rights in accordance with Section 262 of Act (such Shares being referred to collectively as the DGCL (“Dissenting Shares”” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under the Act with respect to such Shares) shall not be converted into a right to receive a portion of the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares but instead shall be entitled to receive payment of only such rights as are granted by the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCLAct; provided, unlesshowever, that if, after the Effective Time, such holder fails to perfect or such holder waivesperfect, properly withdraws or otherwise loses such holder’s right to appraisaldissent pursuant to the Act or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the Act, in which case such Shares shall be treated as if they had been converted as of the Effective Time into and represent only the right to receive the portion of the Merger Consideration, if any, to which such holder is entitled pursuant to Section 2.8(b), without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) . The Target Company shall give Parent (i) provide Holdings prompt written notice of any written demands received by the Target Company for appraisal of any Shares, attempted withdrawals any withdrawal of any such demands demand and any other instruments served demand, notice or instrument delivered to the Target Company prior to the Effective Time pursuant to the DGCL Act that relates to such demand, and received by the Company relating to rights of appraisal and (ii) Holdings shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal under such demands. The Target Company shall give notice to Target Company Stockholders of their right to dissent and such notice shall comply with the DGCLAct. Except with the prior written consent of ParentHoldings, the Target Company shall not make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, any Shares outstanding immediately prior as to which the holder thereof has properly demanded appraisal with respect to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCL, unlessotherwise has complied with all of the provisions of the DGCL concerning the right of holders of Shares to require appraisal of their Shares, after and as of the Effective TimeTime has neither effectively withdrawn nor lost his right to such appraisal (the "Dissenting Shares") shall not be converted into or represent a right to receive cash pursuant to Section 2.01, but the holder thereof shall be entitled to only such rights as are granted by the DGCL. (a) Notwithstanding the provisions of Section 2.03(a), if any holder fails of Shares who demands appraisal of his Shares under the DGCL effectively withdraws or loses (through failure to perfect or such holder waives, properly withdraws or otherwise loses otherwise) such holder’s 's right to appraisal, in which case then as of the Effective Time or the occurrence of such event, whichever later occurs, such holder's Shares shall automatically be converted into and represent only the right to receive the Merger ConsiderationConsideration as provided in Section 2.01(c), without interest thereonor dividends, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.22.02. (b) The Company shall give Parent (i) prompt notice of any written demands for appraisal or payment of the fair value of any Shares, attempted withdrawals of such demands demands, and any other instruments served on the Company pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal or appraisal, settle or offer to settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has not voted in favor of the Merger or consented thereto shall have demanded properly in writing and who has complied appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the DGCL (“Dissenting Shares”) shall not be converted into a into, or represent the right to receive receive, the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by such holder them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without any interest thereon, upon surrender surrender, in the manner provided in Section 3.09, of the Certificate certificate or Certificates representing certificates that formerly evidenced such Shares pursuant to Section 2.2Shares. (b) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Sharesreceived by the Company, attempted withdrawals of such demands demands, and any other instruments served relating to such demands pursuant to the DGCL Delaware Law and received by the Company relating to rights of appraisal Company, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLDelaware Law. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal or offer to settle or settle any such demands. Parent shall not, except with the prior written consent of the Company, require the Company to make any payment with respect to any demands for appraisal or offer to settle or settle any such demands for appraisalprior to the Acceptance Time.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Dissenting Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a or represent the right to receive the any Merger Consideration, unless the Seller holding such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled have forfeited his, her or its right to receive payment appraisal under the Delaware General Corporation Law or properly withdrawn, his, her or its demand for appraisal. If such Seller has so forfeited or withdrawn his, her or its right to appraisal of Dissenting Shares, then (i) as of the appraised value occurrence of such Shares held by such holder in accordance with Section 262 of the DGCL, unless, after the Effective Timeevent, such holder fails Seller’s Dissenting Shares shall cease to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such be Dissenting Shares and shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender Consideration payable in respect of the Certificate or Certificates representing such Shares pursuant to Section 2.22.3, and (ii) promptly (but in no case later than ten (10) Business Days) following the occurrence of such event, Purchaser shall deliver to such Seller the Merger Consideration to which such holder is entitled pursuant to Section 2.3. (b) The Company shall give Parent Purchaser (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant that relate to the DGCL and such demands received by the Company relating to rights of appraisal and (ii) Purchaser and the opportunity to direct Company shall jointly participate in all negotiations and proceedings with respect to such demands for appraisal under the DGCLDelaware General Corporation Law. Except Neither Purchaser nor the Company shall, except with the prior written consent of Parentthe other, the Company shall not make any payment with respect to any demands for appraisal or settle of Shares or offer to settle or settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, including Section 2.08, Shares issued and outstanding immediately prior to the Effective Time (other than Shares cancelled in accordance with Section 2.08(a)) and held by a holder who has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has complied properly exercised appraisal rights of such Shares in accordance with Section 262 of the DGCL (such Shares being referred to collectively as the “Dissenting Shares”” until such time as such holder fails to perfect or otherwise loses such holder’s appraisal rights under the DGCL with respect to such Shares) shall not be converted into a right to receive a portion of the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares but instead shall be entitled to receive payment of the appraised value of only such Shares held rights as are granted by such holder in accordance with Section 262 of the DGCL; provided, unlesshowever, that if, after the Effective Time, such holder fails to perfect or such holder waivesperfect, properly withdraws or otherwise loses such holder’s right to appraisalappraisal pursuant to Section 262 of the DGCL or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, in which case such Shares shall be treated as if they had been converted as of the Effective Time into and represent only the right to receive the portion of the Merger Consideration, if any, to which such holder is entitled pursuant to Section 2.08(b), without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) . The Company shall give provide Parent (i) prompt written notice of any written demands received by the Company for appraisal of any Shares, attempted withdrawals any withdrawal of any such demands demand and any other 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 relating to rights of appraisal and (ii) Parent shall have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares which are outstanding immediately prior to the Effective Time and which are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied demanded appraisal for such Shares in accordance with Section 262 of the DGCL (“Dissenting Shares”"DISSENTING SHARES") shall not be converted into a right to receive the Merger ConsiderationConsideration pursuant to Section 2.8, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder but the holders of Dissenting Shares shall instead be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with consideration as shall be determined pursuant to Section 262 of the DGCL; provided, unlesshowever, after the Effective Time, that if any such holder fails shall have failed to perfect or such holder waives, properly withdraws shall withdraw or otherwise loses lose such holder’s 's right to appraisalof appraisal and payment under the DGCL, in which case such holder's Shares shall be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing as provided in Section 2.8, and such Shares pursuant to Section 2.2. (b) shall no longer be Dissenting Shares. The Company shall give Parent (i) and Purchaser prompt notice of any written demands received by the Company for appraisal of any Shares, attempted and of any withdrawals of such demands and for appraisal, or of any other instruments served pursuant to Section 262 of the DGCL and received by the Company relating Company. Prior to rights of appraisal the Effective Time, Parent and (ii) Purchaser shall have the opportunity right to direct participate in all negotiations and proceedings with respect to such demands for appraisal under appraisal. Prior to the DGCL. Except Effective Time, the Company shall not, except with the prior written consent of ParentXxxxxx and Purchaser, the Company shall not make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisaldemands. Each holder of Dissenting Shares shall have only such rights and remedies as are granted to such holder under Section 262 of the DGCL.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with all of the relevant provisions of Section 262 of the DGCL or any successor provision (“"Dissenting Shares”") shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waivesperfect, withdraws or otherwise loses his or her right to appraisalappraisal in accordance with Section 262 of the DGCL. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares Common Stock held by such holder him, her or it in accordance with the provisions of Section 262 of the DGCLDGCL (the "Dissenting Shares Amount"), unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s his or her right to appraisalappraisal in accordance with Section 262 of the DGCL, in which case such Shares Common Stock shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares Common Stock pursuant to Section 2.23.2. (b) (i) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any SharesCommon Stock, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) Parent shall have the opportunity right to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisalappraisal or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares any issued and outstanding immediately prior to shares of Company Common Stock held by a person who has demanded appraisal of such shares in accordance with Section 909 of the Maine Law ("Dissenting Holder") and as of the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL neither effectively withdrawn nor lost his right to such appraisal (“"Dissenting Shares”) "), shall not be converted into or represent a right to receive the Merger Consideration, unless cash and/or Parent Common Stock pursuant to Section 2.01(a) but such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares Holder thereof shall be entitled to receive payment only such rights in respect thereof as are granted by Section 909 of the appraised value Maine Law. (b) Notwithstanding the provision of such Shares held by such holder in accordance with Section 262 subsection (a) of this Section, if any Dissenting Holder who demands appraisal of his shares of Company Common Stock under the DGCL, unless, after the Effective Time, such holder fails to perfect Maine Law shall effectively withdraw or such holder waives, properly withdraws or otherwise loses such holder’s lose his right to appraisal, in which case then as of the Effective Time or the occurrence of such Shares event, whichever later occurs, such shares automatically shall be converted into and represent only the right to receive the Merger Considerationcash and/or Parent Common Stock as provided in Section 2.01(a), without interest thereon, upon surrender of the Certificate certificate or Certificates certificates representing such Shares pursuant to Section 2.2shares. (bc) The Company shall give Parent (i) prompt notice of any written demands for appraisal or payment of the fair value of any Sharesshares of Company Common Stock, attempted withdrawals of such demands and any other related instruments served pursuant to the DGCL and Maine Law received by the Company relating to rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLMaine Law. Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal or and shall not, except with the prior written consent of Parent and Merger Subsidiary, settle or offer to settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrarycontrary and to the extent available under the DGCL, Shares that are outstanding immediately prior to the Effective Time and that are held by a holder any stockholder who has not voted in favor of is entitled to demand and properly demands the Merger or consented thereto in writing appraisal for such Shares (the "DISSENTING SHARES") pursuant to, and who has complied with complies in all respects with, the provisions of Section 262 of the DGCL (“Dissenting Shares”"SECTION 262") shall not be converted into a into, or represent the right to receive receive, the Merger Consideration, unless . Any such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares stockholder shall instead be entitled to receive payment of the appraised fair value of such stockholder's Dissenting Shares in accordance with the provisions of Section 262; PROVIDED, HOWEVER, that all Dissenting Shares held by any stockholder who shall have failed to perfect or who otherwise shall have withdrawn or lost such holder in accordance with stockholder's rights to appraisal of such Shares under Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without any interest thereon, upon surrender in the manner provided in Section 2.02 of the Certificate or Certificates representing that formerly evidenced such Shares pursuant to Section 2.2Shares. (b) The Company shall give Parent (i) prompt notice of any written demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment or agree to make any payment with respect to any demands for appraisal or settle or offer to settle or settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, any Common Shares issued and outstanding immediately prior to the Effective Time and held by a holder (a “Dissenting Stockholder”) who has not voted in favor of the Merger or consented thereto in writing and who has complied properly demanded appraisal for such Common Shares in accordance with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger ConsiderationConsideration at the Effective Time in accordance with Section 2.01(a) hereof, but shall represent and become the right to receive such consideration as may be determined to be due to such Dissenting Stockholder pursuant to the Laws of the State of Delaware, unless and until such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her such holder’s right to appraisalappraisal and payment under the DGCL. A holder of If a Dissenting Shares shall be entitled Stockholder fails to receive payment of the appraised value of such Shares held by such holder perfect appraisal rights in accordance with Section 262 of the DGCL, unless, after the Effective Time, or if such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such former Dissenting Shares held by such holder shall be treated as if they had been converted as of the Effective Time into and represent only the a right to receive receive, upon surrender as provided above, the Merger Consideration, without any interest or dividends thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to in accordance with Section 2.2. (b) 2.01(a). The Company shall give Parent (i) Merger Sub prompt notice of any written demands received by the Company for appraisal of any Common Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating Company, and Parent shall have the right to rights of appraisal and (ii) participate in and, after the opportunity Effective Time, to direct direct, all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Except The Company shall not, except with the prior written consent of ParentParent or as required under the DGCL, the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle or settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares including Section 4.01, shares of Target Common Stock issued and outstanding immediately prior to the Effective Time and held by a holder who has in respect of which appraisal rights shall have been properly demanded (and not voted withdrawn or lost) in favor of the Merger or consented thereto in writing and who has complied accordance with Section 262 of the DGCL (such shares of Target Common Stock being referred to collectively as the “Dissenting Shares”) shall will not be converted into a right to receive the Merger Consideration, unless but instead will be entitled to only such rights as are granted by Section 262 of the DGCL to a holder of Dissenting Shares; provided, however, that if such holder fails to perfect or such holder waivesperfect, effectively withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisalseek appraisal rights pursuant to Section 262 of the DGCL with respect to any Dissenting Shares, in which case such Dissenting Shares shall immediately be converted into and represent only the right to receive the Merger ConsiderationConsideration in accordance with this Article IV as if such shares of Target Common Stock never had been Dissenting Shares, without interest thereon, upon surrender of the such Certificate or Certificates formerly representing such Shares pursuant to Section 2.2. (b) share or transfer of such Book-Entry Share, as the case may be. The Company shall give Target will provide Parent (i) prompt written notice of any written demands received by the Target for appraisal of shares of Target Common Stock (including any Sharesstockholder’s notice of its intent to demand payment pursuant to the DGCL), attempted withdrawals any withdrawal of any such demands demand, and any other instruments served demand, notice or instrument delivered to the Target prior to the Effective Time pursuant to the DGCL that relates to such demand, and received by the Company relating to rights of appraisal and (ii) Parent will have the opportunity and right to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Except with the prior written consent of Parent, the Company shall Target will not make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisalor any claim in respect of Dissenting Shares.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger adoption of this Agreement or consented thereto in writing and who has complied with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a the right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares outstanding immediately prior to the shares of any holder of SPC Capital Stock who has demanded and perfected appraisal rights for such shares in accordance with Delaware Law and who, as of the Effective Time and held by a holder who Time, has not voted in favor of the Merger effectively withdrawn or consented thereto in writing and who has complied with Section 262 of the DGCL lost such appraisal rights (“"Dissenting Shares”") shall not be converted into or represent a right to receive Allegro Common Stock pursuant to Section 1.6, but the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares thereof shall only be entitled to receive payment such rights as are granted by Delaware Law. (b) Notwithstanding the foregoing, if any holder of the appraised value shares of SPC Capital Stock who demands appraisal of such Shares held by such holder in accordance with Section 262 of shares under Delaware Law shall effectively withdraw the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case then, as of the later of the Effective Time and the occurrence of such Shares event, such holder's shares shall automatically be converted into and represent only the right to receive the Merger ConsiderationAllegro Common Stock, without interest thereon, upon surrender of the Certificate or Certificates certificate representing such Shares pursuant to Section 2.2shares. (bc) The Company SPC shall give Parent Allegro (i) prompt notice of any written demands for appraisal of any Sharesshares of SPC Capital Stock, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL Delaware Law and received by the Company relating SPC which relate to rights of any such demand for appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal under the DGCLDelaware Law. Except SPC shall not, except with the prior written consent of ParentAllegro or as may be required by applicable law, the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle of SPC Capital Stock or offer to settle or settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by a holder holders of Shares who has have not voted in favor of or consented to the Merger or consented thereto in writing and who has complied have properly demanded and perfected their rights to be paid the fair value of such Shares in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, and the holders thereof shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided, however, that if any such holder shall fail to perfect or shall effectively waive, withdraw or lose such holder’s rights under Section 262 of the DGCL, such holder’s shares of Company Common Stock shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration, as set forth in Section 2.1 of this Agreement, without any interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) The Company shall give Parent (i) prompt notice of any written appraisal demands for appraisal of any Sharesreceived by the Company, attempted withdrawals of such demands thereof and any other instruments served pursuant to Section 262 of the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for the exercise of appraisal rights under Section 262 of the DGCL. Except The Company shall not, except with the prior written consent of ParentParent or as otherwise required by applicable Law, the Company shall not make any payment with respect to any demands for such exercise of appraisal or settle rights or offer to settle or settle any such demands for appraisalrights.

Dissenting Shares. (ai) Notwithstanding anything in this Agreement to the contrarycontrary and unless otherwise provided by applicable law, Shares shares of Target Common Stock that are issued and outstanding immediately prior to the Effective Time and held that are owned by a holder stockholders who has not voted have properly perfected their rights of appraisal in favor accordance with the provisions of Sections 86 through 98 of the Merger or consented thereto in writing and who has complied with Section 262 of MBCL (the DGCL (“"Dissenting Shares”") shall not be converted into a the right to receive the Merger Consideration, unless and until such holder fails stockholders shall have failed to perfect or such holder waivesshall have effectively withdrawn or lost their right of payment under applicable law, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares but, instead, the holders thereof shall be entitled to receive payment of the appraised value of such Dissenting Shares in accordance with the provisions of the MBCL. If any such holder shall have failed to perfect or shall have effectively withdrawn or lost such right of appraisal, each share of Target Common Stock held by such holder in accordance with Section 262 of stockholder shall thereupon be deemed to have been converted into the DGCLright to receive and become exchangeable for, unless, after at the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of Consideration in the Certificate or Certificates representing such Shares pursuant to manner provided in Section 2.22.01(c). (bii) The Company Target shall give Parent (iA) prompt notice of any written demands for appraisal of any Sharesobjections filed pursuant to the MBCL received by Target, attempted withdrawals of such demands objections and any other instruments served in connection with such objections pursuant to the DGCL MBCL and received by the Company relating to rights of appraisal Target and (iiB) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal objections under the DGCLMBCL consistent with the obligations of Target thereunder. Except Target shall not, except with the prior written consent of Parent, the Company shall not (x) make any payment with respect to any demands for appraisal or settle or such objection, (y) offer to settle or settle any such demands for appraisalobjection or (z) waive any failure to timely deliver a written objection in accordance with the MBCL.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, any Target Shares or Target Preferred Shares issued and outstanding immediately prior to the Effective Time and that are held by a holder Target Shareholder who has not voted exercised and perfected dissenters rights for such shares in favor accordance with the Washington Business Corporation Act and who, as of the Merger Effective Time, has not effectively withdrawn or consented thereto in writing and who has complied with Section 262 of the DGCL lost such appraisal rights (“"Dissenting Shares”) "), shall not be converted into or represent a right to receive Buyer Shares or Buyer Preferred Shares pursuant to Section 2.4, but the Merger Considerationholder thereof shall only be entitled to such rights as are granted by the Washington Business Corporation Act. (b) Notwithstanding the provisions of subsection (a), unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A if any holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails effectively withdraw or lose (through failure to perfect or otherwise) his or her dissenters rights, then, as of the later of Effective Time and the occurrence of such holder waivesevent, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares 's shares shall automatically be converted into and represent only the right to receive the Merger Consideration, without interest thereon, Buyer Shares or Buyer Preferred Shares to which such Target Shareholder would otherwise be entitled under Section 2.4 upon surrender of the Certificate or Certificates certificate representing such Shares pursuant to Section 2.2shares. (bc) The Company Target shall give Parent (i) the Buyer prompt notice of any written demands demand for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served received by the Target pursuant to the DGCL applicable provisions of the Washington Business Corporation Act and received by the Company relating to rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Except The Target shall not, except with the prior written consent of Parentthe Buyer, the Company shall not voluntarily make any payment with respect to any such demands for appraisal or settle or offer to settle or settle any such demands for appraisaldemands. (d) After payments of fair value in respect of Dissenting Shares have been made to dissenting shareholders pursuant to the Washington Business Corporation Act, such Dissenting Shares shall be canceled.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Dissenting Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a the right to receive the Merger Consideration, unless Consideration and holders of such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Dissenting Shares held by such holder in accordance with the provisions of Section 262 of the DGCL, unless, after the Effective Time, unless and until such holder Person fails to perfect comply with the provisions of Section 262 of the DGCL or such holder waives, properly effectively withdraws or otherwise loses such holderPerson’s right rights to appraisalreceive payment under Section 262 of the DGCL. If any such Person fails to comply with the provisions of Section 262 of the DGCL or effectively withdraws or loses such right, in which case such Dissenting Shares shall thereupon be treated as if they had been converted at the Effective Time into and represent only the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) . The Company shall give Parent (i) prompt give Parent notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating with respect to rights of appraisal the Dissenting Shares promptly after receipt by the Company and (ii) give Parent the opportunity opportunity, at Parent’s sole expense, to participate in and direct all negotiations and proceedings with respect to such demands for appraisal under pursuant to the DGCLDGCL in respect of such Dissenting Shares. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to any such demands for appraisal or settle or offer to settle or settle any such demands for appraisaldemands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder him or her in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s his or her right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal.

Dissenting Shares. (a) Notwithstanding anything in this Agreement If the Merger is effectuated pursuant to Section 253 of the contraryDGCL, Shares shares of Company Common Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted is entitled to demand and properly demands appraisal for such shares of Company Common Stock in favor of the Merger or consented thereto in writing and who has complied accordance with Section 262 of the DGCL (“Dissenting Shares”the "DISSENTING SHARES") shall not be converted into a right to receive the Merger ConsiderationParent Shares, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCL, unless, If after the Effective Time, Time such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s his or her right to appraisal, in which case such Shares shares of Company Common Stock shall be treated as if they had been converted as of the Effective Time into and represent only the a right to receive the Merger Consideration, Consideration without any interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) . The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of shares of Company Common Stock, and Parent shall have the right to rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisaldemands. Any amounts paid to a holder pursuant to a right of appraisal will be paid by the Company out of its own funds and will not be reimbursed by Parent or any affiliate of Parent.

Dissenting Shares. (ai) Notwithstanding anything contained in this Agreement to the contrary, no Shares issued and outstanding immediately prior to the Effective Time and held by a Time, the holder who of which (A) has not voted in favor of the Merger or consented thereto in writing and who writing, (B) has complied delivered written notice of the holder’s intent to dissent in accordance with Section 262 60.564 of the DGCL OBCA, and (C) has demanded payment in accordance with Section 60.571 of the OBCA (the “Dissenting Shares”) ), shall not be converted into or represent a right to receive the Merger ConsiderationConsideration pursuant to Section 2.1(a). By virtue of the Merger, unless such holder fails all Dissenting Shares shall be cancelled and shall cease to perfect or such holder waives, withdraws or otherwise loses his or her exist and shall represent the right to appraisalreceive only those rights provided under the OBCA. A From and after the Effective Time, a holder of Dissenting Shares shall not be entitled to receive payment exercise any of the appraised value voting rights or other rights of such Shares held by such holder in accordance with Section 262 a member or equity owner of the DGCLSurviving Corporation or of a stockholder of Parent. (ii) Notwithstanding the provisions of this Section 2.1(e), unless, after the Effective Time, such if any holder fails of Shares who demands dissenters’ rights shall effectively withdraw or lose (through failure to perfect or otherwise) the right to dissent or its rights of appraisal, then, as of the later of the Effective Time and the occurrence of such holder waivesevent, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall no longer be Dissenting Shares and shall automatically be converted into and represent only the right to receive the Merger Consideration, without any interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (biii) The Company shall give Parent (iA) prompt notice of any written demands for appraisal dissenters’ rights of any Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL OBCA and received by the Company relating which relate to any such demand for dissenters’ rights of appraisal and (iiB) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal dissenters’ rights under the DGCLOBCA. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal or settle dissenters’ rights or offer to settle or settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and that are held by a holder stockholders who has not shall have neither voted in favor of the Merger or nor consented thereto in writing and who has complied shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law (collectively, the DGCL (“Dissenting Shares”"DISSENTING SHARES") shall not be converted into a into, or represent the right to receive receive, the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by such holder them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into, and to have become exchangeable for, as of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without any interest thereon, upon surrender surrender, in the manner provided in Section 3.09, of the Certificate certificate or Certificates representing certificates that formerly evidenced such Shares pursuant to Section 2.2Shares. (b) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Sharesreceived by the Company, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL Delaware Law and received by the Company relating to rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLDelaware Law. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal or settle or offer to settle or settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and which are held by a holder stockholders who has shall have not voted in favor of the Merger or consented thereto in writing and who has complied properly shall have demanded appraisal for such shares in accordance with Section 262 of Delaware Law (collectively, the DGCL (“"Dissenting Shares”") shall not be converted into a or represent the right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares Such stockholders instead shall be entitled to receive payment of the appraised value of such Shares held by such holder them in accordance with Section 262 the provisions of the DGCLDelaware Law, unlessexcept that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or otherwise lost their rights to appraisal of such Shares under Delaware Law shall thereupon be deemed to have been converted into and to have become exchangeable, after as of the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only for the right to receive the Merger Considerationreceive, without any interest thereon, the Merger Consideration upon surrender in the manner provided in Section 2.08, of the Certificate or Certificates representing (or, if such Shares pursuant are uncertificated, such other form of evidence of record ownership as is required by the Paying Agent) that, immediately prior to Section 2.2. (b) the Effective Time, evidenced such Shares. The Company shall give Parent give (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL Delaware Law and received by the Company relating to stockholders' rights of appraisal appraisal, and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLDelaware Law. Except The Company shall not, except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands demand for appraisalpayment.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“Dissenting Shares”the "DISSENTING SHARES") shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder him or her in accordance with Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s his or her right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares Shares, pursuant to Section 2.2. (b) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal appraisal; and (ii) the opportunity to direct participate in the conduct of all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares shares of Petroglyph Common Stock outstanding immediately prior to before the Effective Time and held by a holder who has not voted shall have demanded and perfected such holder's right to appraisal of such shares in favor of the Merger or consented thereto in writing and who has complied accordance with Section 262 of the DGCL (“"Dissenting Shares”") shall not be converted into a or represent the right to receive the Merger Consideration, but the holder thereof shall instead be entitled to such rights as are afforded under the DGCL with respect to such holder's Dissenting Shares, unless such holder fails shall fail to perfect or such holder waives, withdraws shall withdraw or otherwise loses his or her lose such holder's right to appraisal. A . (b) If any holder of Dissenting Shares shares of Petroglyph Common Stock who shall be entitled to receive payment of the appraised value demand appraisal of such Shares held by such holder in accordance with Section 262 of holder's shares pursuant to the DGCL, unless, after the Effective Time, such holder fails DGCL shall fail to perfect or such holder waives, properly withdraws shall withdraw or otherwise loses lose such holder’s 's right to appraisal, in which case at the later of the Effective Time or upon the occurrence of such event, the Dissenting Shares of such holder shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to in accordance with Section 2.21.6(b). (bc) The Company Petroglyph shall give Parent IIIX and, after its formation, Acquisition (i) prompt notice of any written demands demand for appraisal or payment of the fair value of any Sharesshares of Petroglyph Common Stock, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal Petroglyph and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCL. Except with the prior written consent of Parent, the Company Petroglyph shall not voluntarily make any payment with respect to any demands demand for appraisal and shall not, except with the prior written consent of IIIX or Acquisition, settle or offer to settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarySection 1.2, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied demanded appraisal for such Shares in accordance with Section 262 of the DGCL (“Dissenting Shares”) GCL shall not be converted into a right to receive the Merger Consideration, Stock Price unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCL, unless, If after the Effective Time, Time such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s his right to appraisal, in which case such Shares shall be treated as if they had been converted as of the Effective Time into and represent only the a right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) Stock Price. The Company shall give Parent (i) Purchaser prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of Shares, and Purchaser shall have the right to rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demands. Except The Company shall not, except with the prior written consent of ParentPurchaser, the Company shall not make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands demands. Purchaser shall be responsible for appraisalany and all payments required to be made with respect to Shares for which the holder thereof has perfected (and not withdrawn) his dissenter's rights, as well as the costs and expenses of all proceedings relating to the adjudication and/or settlement thereof, subject to Purchaser's right to enforce the closing condition set forth in Section 8.2(e) hereof with respect to the maximum permissible number of Shares which may be the subject of perfected appraisal rights.

Dissenting Shares. (a) Notwithstanding anything to the contrary in this Agreement to the contrarySection 2.1, Shares any shares of Company Common Stock outstanding immediately prior to the Effective Time and held by a holder person who has not voted in favor of the Merger or consented thereto in writing and who has complied demanded appraisal for such shares in accordance with Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his its rights to appraisal or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by it is determined that such holder does not have appraisal rights in accordance with Section 262 of the DGCL, unless. If, after the Effective TimeClosing, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s its right to appraisal, in which case or if it is determined that such Shares holder does not have appraisal rights, such shares shall be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) . The Company shall give Parent (i) and Merger Sub prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of shares, and Parent and Merger Sub shall have the right to rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to such demands for appraisal under the DGCLexcept as required by applicable federal, state, local or foreign statute, law, regulation, legal requirement or rule, ordinance or code of any Governmental Authority (as such term is defined in Section 3.4(d) of this Agreement), including any judicial or administrative interpretation thereof (“Law”). Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisaldemands, unless and to the extent required to do so under Law.

Dissenting Shares. (ai) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and of Company Common Stock held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with stockholders entitled to appraisal rights under Section 262 of the DGCL DGCL, who have properly exercised and perfected appraisal rights with respect thereto in accordance with Section 262 (collectively, “Dissenting Shares”) and who have not withdrawn their demand for appraisal in accordance with Section 262, shall not be converted into a the right to receive shares of Parent Common Stock. From and after the Merger ConsiderationEffective Time, unless a stockholder who has properly exercised such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder appraisal rights shall no longer retain any rights of Dissenting Shares shall be entitled to receive payment a stockholder of the appraised value Company or the Surviving Corporation, except those provided under the DGCL. (ii) Holders of such Shares held by such holder no more than five percent (5%) of Company Common Stock shall exercise appraisal rights in accordance with Section 262 of the DGCL. The shareholders parties to the Company Stockholder Agreements shall have affirmatively waived such appraisal rights in their respective Company Stockholder Agreements. This Agreement may be terminated in accordance with Section 8.1(e)(i), unless, after at the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender election of the Certificate or Certificates representing Parent, if the Dissenting Shares are greater than such Shares pursuant to Section 2.2percentage. (biii) The Company shall give the Parent (iA) prompt notice of any written demands for appraisal under Section 262 of the DGCL with respect to any shares of capital stock of the Company, any withdrawal of any Sharessuch demands, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal and (ii) the opportunity right to direct participate in all negotiations and proceedings with respect to any demands for appraisal under Section 262 with respect to any shares of capital stock of the DGCLCompany. Except The Company shall cooperate with the Parent concerning, and shall not, except with the prior written consent of the Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle to, or offer to settle or settle, any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who is entitled to demand and has not voted properly demanded appraisal for such Shares in favor accordance with, and who complies with, Sections 5/11.65 and 5/11.70 of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL IBCA (such Shares, “Dissenting Shares”) shall not be converted into a the right to receive the Merger ConsiderationConsideration as provided in Section 2.1(a), unless and shall instead represent the right to receive payment of the consideration due to the holder of Dissenting Shares, to the extent available, in accordance with Section 5/11.70 of the IBCA. Upon consummation of the Merger, the Dissenting Shares shall cease to be issued and outstanding and the holders thereof shall be entitled to receive such consideration as will be determined under Section 5/11.70 of the IBCA. If any such holder fails to perfect or such holder otherwise waives, withdraws or otherwise loses his or her right to appraisal. A holder appraisal under Section 5/11.65 of the IBCA or other applicable Law, then such Dissenting Shares shall be entitled deemed to receive payment have been converted as of the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCLEffective Time into, unlessand to have become exchangeable solely for, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate Consideration as provided in Section 2.1(a) and any unpaid dividends or Certificates representing such Shares other distributions payable or deliverable in respect thereof pursuant to Section 2.2. (b) 2.2(c), in each case without interest. The Company shall give Parent (i) serve prompt notice to Parent of any written demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant Parent shall have the right to the DGCL participate in and received by the Company relating to rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. Except Effective Time, the Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal to, or settle or settle, offer to settle or compromise, any such demands for appraisaldemands, or agree to do any of the foregoing.

Dissenting Shares. (a) Notwithstanding anything Section 2.1, any shares of Company Common Stock or, in this Agreement to the contraryevent appraisal rights are available under the DGCL, Shares Series B Preferred Stock that are issued and outstanding immediately prior to the Effective Time and held by a any holder who has not voted in favor of the Merger or consented thereto in writing and who has properly demanded appraisal for such shares pursuant to, and has complied with in all respects with, the provisions of Section 262 of the DGCL (the “Dissenting Shares”) shall not be converted into a the right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his its rights to appraisal or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by it is determined that such holder does not have appraisal rights in accordance with Section 262 of the DGCL, unless. If, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s its right to appraisal, or if it is determined that such holder does not have appraisal rights, such shares (and, in which the case such Shares of Company Common Stock, associated Company Rights) shall be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Merger Consideration, Consideration without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) . The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL and received by the Company relating for appraisal of shares, and Parent shall have the right to rights of appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings with respect to such demands for appraisal under the DGCLexcept as required by applicable Law. Except The Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisaldemands, unless and to the extent required to do so under applicable Law.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“each Dissenting Shares”) Share shall not be converted into a right to receive the applicable portion of the Applicable Per Share Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares but instead shall be entitled to receive payment of only such rights as are granted by the appraised value of such Shares held by such holder in accordance with Section 262 of the DGCLBVI BCA; provided, unlesshowever, that if, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws withdraws, or otherwise loses such holder’s right to appraisalappraisal pursuant to the applicable provisions of the BVI BCA, in which case or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by the applicable provisions of the BVI BCA, such SPAC Shares shall be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Applicable Per Share Merger Consideration, Consideration in accordance with Section 4.1 without interest thereon, upon surrender and transfer of such shares. The SPAC shall provide the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) The Company shall give Parent (i) prompt written notice of any written demands received by the SPAC for appraisal of any SPAC Shares, attempted withdrawals any waiver or withdrawal of any such demands demand, and any other instruments served pursuant demand, notice, or instrument delivered to the DGCL and received by SPAC prior to the Company relating Effective Time that relates to rights of appraisal and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLsuch demand. Except with the prior written consent of Parentthe Company (which consent shall not be unreasonably conditioned, withheld, delayed or denied), the Company SPAC shall not make any payment with respect to any demands for appraisal to, or settle settle, or offer to settle settle, any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL Delaware Law (“Dissenting Shares”"DISSENTING SHARES") shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of such Shares held by such holder him or her in accordance with Section 262 of the DGCLDelaware Law, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s his or her right to appraisal, in which case such Shares shall be converted into and represent only the right to receive the Merger Consideration, without interest thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) The Company Launch shall give Parent Yahoo! (i) prompt notice of any written demands for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL Delaware Law and received by the Company Launch relating to rights of appraisal appraisal; and (ii) the opportunity to direct participate in the conduct of all negotiations and proceedings with respect to demands for appraisal under the DGCLDelaware Law. Except with the prior written consent of ParentYahoo!, the Company Launch shall not voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrarycontrary contained herein, Shares any shares of Common Stock that are issued and outstanding immediately prior to the Effective Time and held by a holder who has not voted as to which the holders thereof have properly demanded appraisal in favor of the Merger or consented thereto in writing and who has complied accordance with Section 262 of the DGCL and have not effectively withdrawn such demand (collectively, “Dissenting Shares”) shall not be converted into a right to receive the Merger Considerationas provided in Section 3.01, unless and such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares holders shall be entitled only to receive payment such rights and payments as are granted by Section 262 of the appraised value of such Shares held by DGCL; provided, however, that if any such holder in accordance with shall effectively waive, withdraw or lose such holder’s rights under Section 262 of the DGCL, unless, after the Effective Time, such holder fails to perfect or such holder waives, properly withdraws or otherwise loses each of such holder’s right to appraisal, in which case such Dissenting Shares shall thereupon be deemed to have been an Eligible Share and to have been converted at the Effective Time into and represent only the right to receive the Per Share Merger Consideration, without interest thereonand after giving effect to any required Tax withholdings as provided in Section 3.04(d), upon surrender of the Certificate or Certificates representing as provided in Section 3.01, and such Shares pursuant holder thereof shall cease to Section 2.2have any other rights with respect thereto. (b) The Company shall give Parent (i) prompt notice of any written notices received by the Company with respect to any intent to demand, or demands for for, appraisal with respect to any shares of any SharesCommon Stock, attempted withdrawals of attempts to withdraw such notices or demands and any other instruments or notices served pursuant to Section 262 of the DGCL and received by the Company or applicable Law relating to stockholders’ appraisal rights of appraisal and (ii) the opportunity right to direct participate in and control all negotiations and proceedings with respect to demands for the exercise of appraisal rights under Section 262 of the DGCL. Except Prior to the Effective Time, the Company shall not, except with the prior written consent of ParentParent or as otherwise required by an Order of a Governmental Entity of competent jurisdiction, the Company shall not make any payment or other commitment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisal, offer to settle or settle any such demands or approve any withdrawal of any such demands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, any Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted demanded and perfected his demand for appraisal of his Shares in favor accordance with Section 17-6712 of the Merger or consented thereto in writing KGCC, and who has complied with Section 262 as of the DGCL (“Dissenting Shares”) Effective Time has neither effectively withdrawn nor lost his right to such appraisal, shall not be converted into or represent a right to receive the Merger ConsiderationConsideration pursuant to Section 2.1 hereof, unless such but the holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares thereof shall be entitled to receive payment only such rights as are granted by the KGCC. (b) Notwithstanding the provisions of the appraised value Section 2.2(a) above, if any holder of Shares who demands appraisal of such holder's Shares held by such holder in accordance with Section 262 of under the DGCL, unless, after the Effective Time, such holder fails KGCC effectively withdraws or loses (through failure to perfect or such holder waives, properly withdraws or otherwise loses otherwise) such holder’s 's right to appraisal, in which case then as of the Effective Time or the occurrence of such event, whichever later occurs, such holder's Shares shall automatically be converted into and represent only the right to receive the Merger ConsiderationConsideration and the right, if any, to receive cash in lieu of fractional shares pursuant to Section 2.3(e) hereof, without interest thereoninterest, upon surrender of the Certificate certificate or Certificates certificates representing such Shares pursuant to Section 2.22.3 hereof and such Shares shall not constitute Excluded Shares. (bc) The Company shall give Parent (i) prompt notice of any written demands for appraisal or payment of the fair value of any Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL and received by the Company relating to rights of appraisal KGCC and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLKGCC. Except with the prior written consent of Parent, the The Company shall not voluntarily make any payment with respect to any demands for appraisal or and shall not, except with the prior written consent of Parent, settle or offer to settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in any provision of this Agreement to the contrary, the shares of any holder of Company Common Shares outstanding immediately prior to who has demanded and perfected appraisal and dissent rights ("DISSENTERS' RIGHTS") for such shares in accordance with the Interim Order, the CBCA, or the OBCA and who, as of the Effective Time and held by a holder who Time, has not voted in favor of the Merger effectively withdrawn or consented thereto in writing and who has complied with Section 262 of the DGCL lost such appraisal rights (“Dissenting Shares”) "DISSENTING SHARES"), shall not be converted into or represent a right to receive Parent Common Stock pursuant to Section 1.6, but the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares thereof shall only be entitled to receive payment such rights as are granted by the Interim Order, the CBCA, or the OBCA, as the case may be. (b) Notwithstanding the provisions of the appraised value subsection (a), if any holder of Company Common Shares who demands appraisal of such Shares held by such holder in accordance with Section 262 of shares under the DGCL, unless, after CBCA or the Effective Time, such holder fails to perfect or such holder waives, properly withdraws OBCA shall effectively withdraw (or otherwise loses such holder’s by law not be entitled to) the right to appraisal, in which case then, as of the later of the Effective Time and the occurrence of such Shares event, such holder's shares shall automatically be converted into and represent only the right to receive the Merger ConsiderationParent Common Stock, without interest thereon, upon surrender of the Certificate or Certificates certificate representing such Shares pursuant to Section 2.2shares. (bc) The Company shall give Parent (i) prompt notice of any written demands for appraisal of any Company Common Shares, attempted withdrawals of such demands demands, and any other instruments served pursuant to the DGCL CBCA or the OBCA and received by the Company relating which relate to rights of any such demand for appraisal and (ii) the opportunity to direct participate in all negotiations and proceedings which take place prior to the Effective Time with respect to demands for appraisal under the DGCLCBCA or the OBCA. Except Company shall not, except with the prior written consent of Parent, the Company shall not voluntarily make any payment with respect to any demands for appraisal or settle of Company Common Shares or offer to settle or settle any such demands for appraisaldemands.

Dissenting Shares. To the extent that any holder of Learn2 Shares is entitled to appraisal rights under Delaware Law, then: (a) Notwithstanding anything in any provision of this Agreement to the contrary, Dissenting Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into or represent a right to receive the Merger ConsiderationConsideration pursuant to Section 2.01, unless such but the holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares thereof shall be entitled to receive payment only such rights as are granted by Delaware Law. (b) Notwithstanding the provisions of the appraised value Section 2.05(a), if any holder of such Learn2 Shares held by such holder in accordance with Section 262 who demands appraisal of the DGCL, unless, after the Effective Time, such holder fails his Learn2 Shares under Delaware Law effectively withdraws or loses (through failure to perfect or such holder waives, properly withdraws or otherwise loses such holder’s otherwise) his right to appraisal, in which case then as of the Effective Time or the occurrence of such event, whichever later occurs, such holder's Learn2 Shares shall automatically be converted into and represent only the right to receive the Merger ConsiderationConsideration as provided in Section 2.01(c), without interest thereoninterest, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.22.02. (bc) The Company Learn2 shall give Parent E-Stamp (i) prompt notice of any written demands received by Learn2 for appraisal or payment of the fair value of any Learn2 Shares, attempted withdrawals of such demands demands, and any other instruments served on Learn2 pursuant to the DGCL and received by the Company relating to rights of appraisal Delaware Law and (ii) the opportunity to direct all negotiations and proceedings with respect to demands for appraisal under the DGCLDelaware Law. Except with the prior written consent of ParentE-Stamp, the Company Learn2 shall not voluntarily make any payment with respect to any demands for appraisal or settle or offer to settle any such demands for appraisaldemands.

Dissenting Shares. (a) Notwithstanding anything in this Agreement to the contrary, Shares outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has complied with Section 262 of the DGCL (“Dissenting Shares”) shall not be converted into a right to receive the Merger Consideration, unless such holder fails to perfect or such holder waives, withdraws or otherwise loses his or her right to appraisal. A holder of Dissenting Shares shall be entitled to receive payment of the appraised value of demands in writing appraisal for such Shares held by such holder in accordance with Section 262 of the DGCLGCL, unlessif such Section 262 provides for appraisal rights for such Shares in the Merger ("Dissenting Shares"), shall not be converted into the right to receive the Merger Price as provided in Section 2.07 but shall be entitled to receive the consideration as shall be determined pursuant to Section 262 of GCL, unless and until such holder fails to perfect or withdraws or otherwise loses his right to appraisal and payment under the GCL. If, after the Effective Time, any such holder fails to perfect or such holder waives, properly withdraws or otherwise loses such holder’s his right to appraisal, in which case such Dissenting Shares shall thereupon be treated as if they had been converted as of the Effective Time into and represent only the right to receive the Merger ConsiderationPrice, if any, to which such holder is entitled, without interest or dividends thereon, upon surrender of the Certificate or Certificates representing such Shares pursuant to Section 2.2. (b) . The Company shall give Parent (i) prompt notice of any written demands received by the Company for appraisal of any Shares, attempted withdrawals of such demands and any other instruments served pursuant to the DGCL GCL and received by the Company relating and, prior to rights of appraisal and (ii) the opportunity Effective Time, Parent shall have the right to direct all negotiations and proceedings with respect to demands for appraisal under such demands. Prior to the DGCL. Except Effective Time, the Company shall not, except with the prior written consent of Parent, the Company shall not make any payment with respect to any demands for appraisal to, or settle or offer to settle settle, any such demands for appraisaldemands.